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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary; (k) the following certificates and other information: (i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report; (ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business; (iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and (iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled; (l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and (m) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent by the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Unumprovident Corp), 364 Day Credit Agreement (Unumprovident Corp)
Certificates, Notices and Other Information. The Company shall deliver Deliver to Agent and each of the Banks Lender in form and detail reasonably satisfactory to Agent and the AgentRequisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Borrower;
(b) Within 15 days after the Companyend of each calendar month, commencing with the last day of the calendar month immediately following the Closing Date, a completed Borrowing Base Certificate of a Responsible Officer of Borrower and calculated as of the end of such calendar month and accompanied by the schedules and attachments therein referenced;
(c) promptly after request by Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 Agent pursuant hereto;
(e) promptly after the occurrence thereof, notice of any Default or Event of Default;
(f) promptly after the occurrence thereof, notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Credit Party where the Company any of its Subsidiaries amount involved exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has 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 promptly of any announcement by discovery or determination that any rating agency computer application (including those of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(kits suppliers and vendors) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect that is material to any Material Insurance Subsidiary Credit Parties' or any of the Company (their Subsidiaries' business and the Companyoperations is not Year 2000 Compliant on a timely basis, should it at any time engage or become involved in the business of insurance), relating except to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided extent that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report failure could not reasonably be expected to have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesEffect; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mk) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 2 contracts
Samples: Credit Agreement (Central Financial Acceptance Corp), Credit Agreement (Hispanic Express Inc)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently Concurrently with the delivery of the financial statements referred required pursuant 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 (b6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(cb) promptly Promptly after any request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders shareholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company Borrower may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent pursuant heretoor any Lender, copies of any other report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Authority;
(e) promptly after 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 any Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which Borrower Parties have contributed less than $35,000,000 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, (iii) the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan subject to the Pension Funding Rules by Borrower or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to the Pension Funding Rules, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (a) all notices received by Borrower or any of its ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which Borrower does not contribute or as to which Borrower has no liability (contingent or otherwise); and (c) all notices received by Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrower is taking or propose to take with respect thereto;
(fh) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to Borrower) with respect to a claim against Borrower or any of its Subsidiaries that is $20,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease asserting a default thereunder on the part of Borrower or any of its Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrower or its Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
Subsidiaries (g) promptly after other than changes required by GAAP or by regulations promulgated by 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 EffectSecurities and Exchange Commission);
(j) promptly, notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyPromptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, orany Lender (through Administrative Agent) or the Requisite Lenders. Documents required to be delivered pursuant to Section 6.1 or this Section 6.2 may be delivered electronically, through and if so delivered shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet at the website address listed on Schedule 10.2; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Borrower shall notify the Administrative Agent and each 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 Required Banksdelivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery by a Lender and each Lender shall be solely responsible for requesting delivery to it or maintaining it copies of such documents. Borrower hereby acknowledges that (a) Administrative Agent and/or the Arrangers will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, the Arrangers, the Issuing Lender and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief could reasonably be expected to have a Material Adverse Effect;
(hf) 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;, other than any Plan of ADIC terminated after the consummation of the Related Transactions; Quantum Corporation Term Loan Agreement
(ig) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(jh) promptlyconcurrently with the delivery of all reports, notice statements and other information delivered pursuant to the First Lien Credit Agreement, copies of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates such reports, statements and other information:, except to the extent that such information has already been delivered to the Administrative Agent and the Lenders in accordance with the terms hereof;
(i) not later than 60 days after received, concurrent notice of and a copy of any final financial examination reports each amendment (or market conduct examination reports issued by a Governmental Authority with respect proposed amendment) to any Material Insurance Subsidiary the First Lien Credit Agreement, regardless of whether such amendment is permitted under the Intercreditor Agreement without the consent of the Company (and Administrative Agent and/or the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim reportLenders;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent, with sufficient copies for each of the Banks in form and detail reasonably satisfactory to the AgentLender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Borrower (provided that Borrower shall be given a 5-day cure period to complete such certificate from the Companytime it is due);
(cb) promptly after request by Agent or any BankAdministrative Agent, copies of any detailed audit reports, reports or management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Company Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material SubsidiariesSubsidiary, or any audit of any of them;
(dc) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the all stockholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements statements, if any, which the Company 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;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) promptly after the occurrence thereof, notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its SubsidiariesSubsidiary;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hg) 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;
(ih) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(ji) promptlyannually, notice within 30 days after approval by the Board of Directors of Borrower, but in any event within 90 days after the end of any announcement by any rating agency Fiscal Year, a budget, in form and detail reasonably satisfactory to Administrative Agent and Required Lenders, containing projected financial information on a quarterly basis for the Fiscal Year immediately following such ending Fiscal Year; such budgets shall include consolidated and consolidating balance sheets of any change Borrower and its Subsidiaries as at the end of each such applicable quarter or possible change year, as the case may be, and the related consolidated and consolidating statements of income and statements of cash flow, in each case for each such applicable quarter or year, as the Debt Rating by either Rating Agency or case may be, and year-to-date figures (to the extent applicable), and shall include major assumptions used in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiarypreparing such budgets;
(kj) the following certificates and other information:
(i) not later than 60 days promptly after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary Responsible Officer obtains knowledge of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrencecommencement thereof, notice of (i) the acquisition by the Company any and all material enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower or any Subsidiary or any of its Subsidiaries of their respective properties pursuant to any Person which engages in any material respect in an insurance business or applicable Environmental Laws, (ii) all other material Environmental Claims asserted against Borrower or any Subsidiary, and (iii) any material environmental or similar condition on any real property adjoining or in the vicinity of the property of Borrower or any Subsidiary that could reasonably be anticipated to cause such property of the Company Borrower or any of its Subsidiaries becoming engaged in Subsidiary or any material respect in an insurance business; and
(m) promptly, such other data and information as from time part thereof to time may be reasonably requested by Agent, or, through Agent by the Required Banks.subject to any material
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail substance reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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 Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material SubsidiariesSubsidiary, 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;
(ib) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(jc) promptly upon any discovery or determination that any of its computer applications that are material to its or any of its Subsidiaries' business and operations are not Year 2000 Compliant, notice thereof, except to the extent that such failure does not have a Material Adverse Effect;
(d) promptly, notice of any announcement by any rating agency Xxxxx'x or S&P of any change or possible change in the a Debt Rating by either Rating Agency or if applicable/available; and
(e) At the time of delivery of the financial statements provided for in Section 6.04 above, a certificate of a Responsible Officer of Borrower substantially in the "financial strength" rating by either Rating Agency form of any Material Insurance Subsidiary;
(k) the following certificates and other information:
EXHIBIT B, (i) not later than 60 days after received, a copy demonstrating compliance with the financial covenants contained in Section 7.05 by calculation thereof as of any final financial examination reports the end of each such fiscal period and (ii) stating that no Default or market conduct examination reports issued by a Governmental Authority Event of Default with respect to Borrower exists, or if any Material Insurance Default or Event of Default with respect to Borrower does exist, specifying the nature and extent thereof and what action Borrower proposes to take with respect thereto.
(f) Promptly upon transmission or receipt thereof, copies of any filings and registrations with, and public reports to or from, the Securities and Exchange Commission, or any successor agency (excluding preliminary filings or reports for which confidential treatment is sought), and copies of all financial statements, proxy statements, notices and reports as Parent or any Consolidated Subsidiary shall send to its public shareholders (excluding AMR Corporation) or to a holder of any Indebtedness owed by Parent or any Consolidated Subsidiary in its capacity as such a holder.
(g) Upon any Responsible Officer of Borrower obtaining knowledge thereof, Borrower will give written notice to Administrative Agent promptly of (i) the occurrence of an event or condition consisting of a Default or Event of Default, specifying the nature and existence thereof and what action, if any, Borrower proposes to take with respect thereto, and (ii) the occurrence of any of the Company (and the Company, should it at following with respect to Parent or any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Consolidated Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in pendency or commencement of any litigation, arbitral or governmental proceeding against such report could not reasonably Person or the Properties which if adversely determined is likely to have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days institution of any proceedings against such interim report;
(ii) within two Business Days of Person with respect to, or the receipt of notice by such noticePerson of potential liability or responsibility for violation, notice of the actual suspension, termination or revocation alleged violation of any material license of the Company federal, state or any of its Material Subsidiaries by any Governmental Authority local law, rule or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocationregulation, including any request by but not limited to, Environmental Laws, the violation of which could have a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;Adverse Effect.
(iiih) within two Business Days of the receipt of With reasonable promptness upon any such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyrequest, such other data information regarding the businesses, properties or financial condition of Borrower and information its Consolidated Subsidiaries as from time Administrative Agent or any Lender may reasonably request. Each notice pursuant to time may this Section shall be reasonably requested accompanied by Agent, or, through Agent by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a ---------------- --- Responsible Officer of the CompanyBorrower;
(cb) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or similar communication sent to the stockholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any amount involved exceeds the Threshold Amount in excess of its Subsidiaries applicable insurance coverage, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hg) 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;
(ih) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(ji) promptly, notice promptly of any announcement by discovery or determination that any rating agency computer application (including those of its suppliers and vendors) that is material to Borrower or any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates its Subsidiaries' business and other information:
(i) operations will not later than 60 days after receivedbe Year 2000 compliant on a timely basis, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating except to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided extent that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report failure could not reasonably be expected to have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim reportEffect;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Flir Systems Inc)
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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;
within five (b5) concurrently with 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 the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed $2,500,000, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(hf) promptly after the occurrence thereof, notice of any Reportable Event with respect to any Pension Plan or the intent to terminate any Pension Plan, or the institution of proceedings or the taking or expected taking of any other action to terminate any Pension Plan or withdraw from any Pension Plan;
(g) (i) in advance of, if known, or promptly after the occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Borrower, its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) promptly following such ERISA Event, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;
(h) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(i) as soon as practicable and in any event no later than January 31 of each fiscal year, a consolidated plan and financial forecast for such fiscal year and each fiscal year (or portion thereof) through the final maturity date of the Loans (a “Financial Plan”), including (i) a forecasted consolidated and consolidating balance sheet and forecasted consolidated and consolidating statements of income and cash flows of Borrower and its Subsidiaries for each such fiscal year, together with pro forma Compliance Certificates for each such fiscal year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each month of the fiscal year then beginning, (iii) forecasts demonstrating projected compliance with the requirements of Section 7.12 through the Maturity Date of the Term Loans, and (iv) forecasts demonstrating adequate liquidity through the Maturity Date of the Term Loans, together, in each case, with an explanation of the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Administrative Agent and accompanied by a certificate from a Responsible Office of Borrower certifying that the projections contained therein are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made and at the time of delivery thereof; provided, however, that with respect to fiscal year 2008, the monthly forecasts described in clause (ii) above may be delivered up to 90 days after the Closing Date.
(j) promptlyas soon as practicable and in any event by the last day of each fiscal year, notice a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of any announcement the date of such report by any rating agency of any change or possible change Borrower and its Subsidiaries and all material insurance coverage planned to be maintained by Borrower and its Subsidiaries in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiaryimmediately succeeding fiscal year;
(k) the following certificates and other information:
(i) not later than 60 days after receivedwith reasonable promptness, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, written notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes change in the Insurance Code board of directors (or similar governing the investment or dividend practices body) of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciledBorrower;
(l) promptly upon occurrencepromptly, notice of and in any event within ten Business Days (i) the acquisition by the Company after any Material Contract of Borrower or any of its Subsidiaries is terminated or amended in a manner that would (x) decrease the revenue to be received by any Credit Party during any fiscal year under such Material Contract by more than 25% or (y) increase the cost to be paid by any Credit Party during any fiscal year under such Material Contract by more than 25%, and (ii) after any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided that no such prohibition on delivery shall be effective if it were bargained for by Borrower or its applicable Subsidiary with the intent of avoiding compliance with this Section 6.2(l)), and an explanation of any actions being taken with respect thereto;
(m) as soon as practicable (but, in any event, within 7 days) following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any facility of Borrower or its Subsidiaries or which relate to any environmental liabilities of Borrower or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(n) at least thirty (30) days prior to the occurrence of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, or (iii) in any Credit Party’s Federal Taxpayer Identification Number, Borrower will furnish to the Administrative Agent notice thereof. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Security Documents. Borrower will furnish to Administrative Agent prompt written notice of any Lien (other than Permitted Liens) or claims made or asserted against any Collateral or interest therein. Borrower also agrees promptly to notify Administrative Agent in writing if any material portion of the Collateral is lost, damaged or destroyed;
(o) each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.1(a), a certificate (i) either confirming that there has been no material change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, and (ii) updating the Collateral Questionnaire to reflect material changes in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section;
(p) promptly (i) if any Credit Party obtains knowledge that any Credit Party or any Person which engages in owns, directly or indirectly, any material respect in an insurance business Equity Securities of any Credit Party, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Terrorism Laws, such Credit Party will notify Administrative Agent and (ii) upon the request of any Subsidiary of Lender, such Credit Party will provide any information such Lender believes is reasonably necessary to be delivered to comply with the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance businessPatriot Act; and
(mq) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent.
(r) concurrently with the delivery of all reports, orstatements and other information delivered pursuant to the Second Lien Credit Agreement, through copies of such reports, statements and other information, except to the extent that such information has already been delivered to the Administrative Agent and the Lenders in accordance with the terms hereof; and
(s) concurrent notice of and a copy of each amendment (or proposed amendment) to the Second Lien Credit Agreement, regardless of whether such amendment is permitted under the Intercreditor Agreement without the consent of the Administrative Agent and/or the Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. The annual reports, proxies, financial statements or other communications required by Section 6.2(b) above shall be deemed to have been delivered on the date on which Borrower posts such reports on Borrower’s website on the Internet at the website address listed on Schedule 10.2 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx; provided that Borrower shall notify Administrative Agent of the posting of any such new material. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.2(b), and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Samples: First Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender in form and detail reasonably satisfactory to the AgentLender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic annual and special quarterly reports and registration statements which the Company 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 Agent Lender pursuant hereto;
(ec) promptly after the occurrence thereofthereof becomes known or should have become known to a Responsible Officer or the general counsel of Borrower, 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;
(hd) promptly after the occurrence thereof, notice of any Reportable Event with respect thereof becomes known to any Plan a Responsible Officer or the intent to terminate any Plan, or the institution general counsel 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 thereofBorrower, 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(me) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent Lender. Each notice under Section 6.02 (c) or (d) pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Broadcom Corp)
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Senior Officer of the CompanyBorrower;
(cb) promptly after request by Agent to the extent Parent or any Bank, copies of any detailed audit Borrower files or is required to file the below described 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 Subsidiariescommunications and/or statements, 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 CompanyParent or Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company Parent or 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 1934Act, and not otherwise required to be delivered to Agent Lender pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Parent or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief could reasonably be expected to have a Material Adverse Effect;
(hf) 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;; Fusion NBS Acquisition Corp. Credit Agreement
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by AgentAdministrative Agent or the Requisite Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Senior Officer of Borrower setting forth details of the occurrence referred to therein and, orif applicable, through Agent by the Required Banksstating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Fusion Telecommunications International Inc)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower and a reconciliation of intercompany transactions between Holdings and Borrower and Borrower’s Subsidiaries;
(cb) promptly after request by Administrative Agent or any BankLender, 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 Holdings or Borrower by independent accountants in connection with the accounts or books of the Company Holdings or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly after the same are availablerequest by Administrative Agent or any Lender, 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 any annual, regular, periodic and special reports and registration statements which the Company Holdings 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 heretoAct;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds $5,000,000, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hg) 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;
(ih) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(ji) promptlypromptly after the execution thereof, notice copies of any announcement by any rating agency of any change all amendments, waivers and supplemental indentures made with respect to the Senior Note Indentures or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance SubsidiarySenior Notes;
(kj) the following certificates and other information:
(i) not later than 60 days promptly after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company Borrower or any of its Subsidiaries thereof, notice of any Person which engages in any material respect in an insurance business claim or (ii) any Subsidiary notice to the effect that Borrower of the Company or any of its Subsidiaries becoming engaged is in default under any material respect in an insurance businessof its leases of real property; and
(mk) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section 6.02 shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender, in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(aSections 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 6.1(a) and (bc) (as to (c), regarding the Asset Coverage Ratio only), a duly completed Compliance Certificate signed by a Responsible Senior Officer of the Company;
(cb) promptly after request by Agent to the extent Parent or any Bank, copies of any detailed audit Company files or is required to file the below described 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 Subsidiariescommunications and/or statements, 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 or 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 1934Act, and not otherwise required to be delivered to Agent Lender pursuant hereto;; Overland Storage, Inc. and Tandberg Data GmbH Credit Agreement
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Parent or any of Subsidiary that is material to the Parent or to the Parent and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Loan Party where the Company any of its Subsidiaries reasonably expected damages to such Loan Party exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief could reasonably be expected to have a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by AgentLender. If applicable, oreach notice pursuant to this Section shall be accompanied by a statement of a Senior Officer of Company setting forth details of the occurrence referred to therein and, through Agent by the Required Banksif applicable, stating what action Company has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Sphere 3D Corp)
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(cb) promptly after request by Agent monthly on or any Bankbefore the tenth Business Day of each calendar month, certified copies of any detailed audit reportsreports or account statements signed by a Responsible Officer of Borrower detailing (i) the total amount of unrestricted cash (and cash equivalents) held by Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding calendar month ("Consolidated Cash Balance"), management letters or recommendations submitted and (ii) the portion(s) of such Consolidated Cash Balance deposited in domestic accounts subject 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;Deposit Account Control Agreements.
(dc) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hg) 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;
(ih) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender, in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(aSections 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 6.1(a) and (bc) (as to (c) regarding the Asset Coverage Ratio only), a duly completed Compliance Certificate signed by a Responsible Senior Officer of the CompanyBorrower;
(cb) promptly to the extent Borrower (after request by Agent the Closing Date) files or any Bank, copies of any detailed audit is required to file the below described 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 Subsidiariescommunications and/or statements, 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Agent Lender pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief could reasonably be expected to have a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by AgentLender. Notwithstanding any provision of this Agreement to the contrary, orso long as no Default or Event of Default shall have occurred and be continuing, through Agent neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that constitutes non-financial trade secrets or non-financial proprietary information. In no event shall Borrower or its Subsidiaries be required to make any disclosure to Lender, or its designated representative, that (i) is then prohibited by law or would result in a breach of any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lender, or (ii) would, in the reasonable discretion of Borrower and its counsel, compromise attorney-client privilege.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a ---------------- --- Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non- financial trade secrets or non-financial proprietary information, or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certificates, Notices and Other Information. The Company shall deliver Deliver to the Administrative Agent for distribution to each of the Banks in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with no later than the date required for 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(a5.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 (i) all annual, regular, periodic and special reports and registration statements reports, which the Company Borrower may file or be required to file in connection with the Securities IPO and Exchange Commission Split-off with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 19341934 and (ii) registration statements, which the Borrower may file or be required to file in connection with the IPO and Split-Off with the SEC, and not otherwise required to be delivered to the Administrative Agent pursuant heretohereto (it being understood that the filing of such reports and registration statements with the SEC shall constitute compliance with this Section 5.02(b));
(c) [reserved];
(d) promptly after the Borrower’s obtaining knowledge of the occurrence thereof, notice of the commencement of, or any material development in, any litigation or inquiry by any Governmental Authority, or the receipt of a notice of an Environmental Liability affecting any Group Member that could reasonably be expected to have a Material Adverse Effect;
(e) promptly after the Borrower’s obtaining knowledge of the occurrence thereof, notice of any Default or Event of DefaultDefault specifying the nature thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto;
(f) promptly after the Borrower obtaining knowledge of the occurrence thereof, notice of any material change in accounting policies other development that results in, or financial reporting practices by the Company or any of its Subsidiariescould reasonably be expected to have, a Material Adverse Effect;
(g) promptly after the commencement Borrower obtaining knowledge of the announcement thereof, notice of any litigation, investigation or proceeding affecting the Company announcement by any of its Subsidiaries which may reasonably be expected to have S&P, Xxxxx’x or Fitch, as applicable, of any change in a Material Adverse EffectDebt Rating;
(h) promptly after the occurrence thereof, notice of any Reportable Event with respect material amendment or other modification 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;Bank Term Loan Agreement; and
(i) (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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyrequest, such other data and information as from time to time may be reasonably requested by Agentthe Administrative Agent or any Lender through the Administrative Agent and (ii) prior to the making thereof, or, through Agent by notice of any voluntary or mandatory prepayment of principal to be made under the Required BanksBank Term Loan.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequired Lenders, with sufficient copies for each Lender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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, as amended, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) 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;
(gd) promptly after Borrower becomes aware thereof and has made a determination with respect thereto (the commencement thereofmaking of which determination shall not be unreasonably delayed), notice of any litigation, investigation or proceeding affecting the Company any Borrower Party in which there is a reasonable possibility of its Subsidiaries which may an adverse determination and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(he) promptly after the occurrence thereof, notice of any Reportable Event with respect to any Plan or the intent a decision 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;
(if) promptly after the occurrence thereof, notice of any discovery or determination that any computer application (including those of its key suppliers and vendors) that is material to any Borrower Parties' or any of their Subsidiaries' business and operations will not be Year 2000 Compliant on a timely basis, except to the extent that such failure would not reasonably be expected to have a Material Adverse Effect;
(jg) promptlypromptly after receipt thereof, notice copies of any announcement by notice relating to revocation of the Private Letter Ruling and any rating agency of any change or possible change in the Debt Rating by either Rating Agency claim for indemnification, individually or in the "financial strength" rating by either Rating Agency aggregate, in excess of the Threshold Amount under any Material Insurance SubsidiarySpinoff Document;
(kh) concurrently with the following certificates delivery of the financial statements referred to in Section 6.01(a), a certificate of a Responsible Officer of Borrower certifying that the insurance required to be maintained pursuant to Section 6.06 is in full force and other information:effect, is adequate in nature and amount and complies in all material respects with Borrower's and each Subsidiary's obligations under Section 6.06; and
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of promptly (following the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries elapse of a hearing relating reasonable time to obtain such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially requested data and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyinformation), such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower in reasonable detail setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender, in form and detail reasonably satisfactory to the AgentLender:
(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;
within five (b5) concurrently with days after the delivery of the financial statements referred to in Sections 6.1(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Borrower;
(b) quarterly on or before the Companytenth Business Day of each calendar quarter, certified copies of reports or account statements signed by a Responsible Officer of Borrower detailing the total amount of unrestricted cash (and cash equivalents) held by Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding calendar quarter (“Consolidated Cash Balance”);
(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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Agent Lender pursuant hereto;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(hg) 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;
(ih) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by AgentLender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. The annual reports, orproxies, through Agent financial statements or other communications required by Section 6.02(c) above shall be deemed to have been delivered on the Required Banksdate on which Borrower posts such reports on Borrower’s website on the Internet at the website address listed on Schedule 9.02 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx.; provided that Borrower shall notify Lender of the posting of any such new material. Lender shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.02(c), and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently Concurrently with the delivery of the financial statements referred required pursuant 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 (b6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Companyeach Borrower;
(cb) promptly Promptly after any request by Administrative Agent or any BankLender, 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 either Borrower by independent accountants in connection with the accounts or books of the Company RSA or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders shareholders of the CompanyRSA, and copies of all annual, regular, periodic and special reports and registration statements which the Company RSA may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent pursuant heretoor any Lender, copies of any other report or other document that was filed by each Borrower or any of its Subsidiaries with any Governmental Authority;
(e) promptly after 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, (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 results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers or any of their respective Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (a) all notices received by Borrowers or any of their ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers or any of their ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower contributes nor as to which either Borrower has any liability (contingent or otherwise); and (c) all notices received by Borrowers or any of their ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with respect thereto;
(fh) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to either Borrower) with respect to a claim against Borrowers or any of their respective Subsidiaries that is $20,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease asserting a default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers or any of their respective Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by the Company RSA or any of its Subsidiaries;
Subsidiaries (g) promptly after other than changes required by GAAP or by regulations promulgated by 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 EffectSecurities and Exchange Commission);
(j) promptly, notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyPromptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, orany Lender (through Administrative Agent) or the Requisite Lenders. Borrowers hereby acknowledge that (a) Administrative Agent and/or the Arranger will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrowers Materials”) by posting the Borrowers Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their respective securities) (each, a “Public Lender”). Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrowers Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrowers Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative Agent, the Arranger, the Issuing Lender and Lenders to treat such Borrowers Materials as not containing any material non-public information with respect to Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Materials constitute Information, they shall be treated as set forth in Section 10.7); (y) all Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative Agent by and the Required BanksArranger shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, Borrowers shall be under no obligation to mxxx any Borrowers Materials “PUBLIC.”
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(aSECTION 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 6.1(aSECTIONS 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(c) promptly after request by Administrative Agent or any BankLender, 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 Parent or Borrower by independent accountants in connection with the accounts or books of the Company Parent or Borrower or any of its Material their respective Subsidiaries, or any audit of any of them;
(d) promptly after the same are availableavailable and to the extent not previously delivered pursuant to SECTION 6.01, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the CompanyParent or Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company Parent or 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;
(e) promptly after upon a Responsible Officer becoming aware of 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 Parent or any of its Subsidiaries;
(g) promptly after any Credit Party has knowledge of the commencement thereof, notice of any litigation, investigation or proceeding affecting any Credit Party where the Company any of its Subsidiaries amount involved exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has 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 promptly of any announcement by discovery or determination that any rating agency computer application (including those of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(kits suppliers and vendors) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect that is material to any Material Insurance Subsidiary Credit Parties' or any of the Company (their Subsidiaries' business and the Companyoperations will not be Year 2000 Compliant on a timely basis, should it at any time engage or become involved in the business of insurance), relating except to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided extent that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report failure could not reasonably be expected to have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesEffect; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mk) promptly, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of any Credit Party or relating to the ability of Borrower to perform its obligations hereunder as from time to time may be reasonably requested by Agent, the Administrative Agent or, through the Administrative Agent, any Lender; provided that, in the event such data or information constitutes Confidential Information, then the Administrative Agent or Lender receiving such data or information shall be bound by the Required Banksterms of Section 10.17 relating to such data or information. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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;
within five (b5) concurrently with 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 Companytenth 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 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(hg) 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;
(ih) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by AgentLender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. The annual reports, orproxies, through financial statements or other communications required by Section 6.2(c) above shall be deemed to have been delivered on the date on which Borrower posts such reports on Borrower’s website on the Internet at the website address listed on Schedule 10.2 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx.; provided that Borrower shall notify Administrative Agent of the posting of any such new material. Lender shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.2(c), and in any event shall have no responsibility to monitor compliance by the Required BanksBorrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(aSECTION 7.01(A), a certificate of its independent certified public accountants certifying (with respect to the consolidated financial statements) such financial statement statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder under the financial covenants set forth herein 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(aSECTIONS 7.01(A) and (bB), a (i) duly completed Compliance Certificate signed by a Responsible Officer of Borrower and (ii) a certificate signed by a Responsible Officer in form acceptable to the CompanyAdministrative Agent setting forth the amount of assets and revenues of each of the Borrower and each of its Subsidiaries;
(c) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material SubsidiariesSubsidiary, 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(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 Borrower or any of its SubsidiariesSubsidiary;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has 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 Moody's or S&P of any change or possible change in the a Debt Rating by either Rating Agency or in other announcement xx xx the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesBorrower; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mk) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Agent Administrative Agent, any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequired Lenders, with sufficient copies for each Lender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower and Holdings and a reconciliation of intercompany transactions between Holdings and Borrower and Borrower’s Subsidiaries;
(cb) promptly after any request by the Administrative Agent or any BankLender, 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 Holdings or Borrower by independent accountants in connection with the accounts or books of the Company Holdings or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly after the same are availablerequest by Administrative Agent or any Lender, 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 any annual, regular, periodic and special reports and registration statements which the Company Holdings may file or be required to file with the Securities and Exchange Commission SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934Act;
(d) promptly, and not otherwise required to be delivered to Agent pursuant heretoin any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;
(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 any Loan Party or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting involving any Loan Party where the Company any of its Subsidiaries amount involved exceeds $7,500,000, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have result in 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 PlanERISA Event;
(i) promptly after the occurrence thereof, notice of any matter or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(j) promptlypromptly after the execution thereof, notice copies of any announcement by any rating agency of any change all amendments, waivers and supplemental indentures made with respect to the Senior Note Indentures or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance SubsidiarySenior Notes;
(k) promptly after the following certificates and other information:receipt by Borrower or any of its Subsidiaries thereof, notice of claim or notice to the effect that Borrower of any of its Subsidiaries is in default under any of its leases of real property; and
(l) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by any Loan Party or any of its Subsidiaries with any Environmental Law or Environmental Permit that could (i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect reasonably be expected to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (Bii) a final report is issued and delivered cause any property of the Loan Parties to the Agent within 90 days of such interim reportbe subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law;
(iim) within two Business Days of the receipt of such notice, prompt notice of the actual suspension, termination or revocation (i) occurrence of any material license Disposition of property or assets for which the Company Borrower is required to make a mandatory prepayment pursuant to Section 2.04(b)(ii), (ii) incurrence or issuance of any Indebtedness for which the Borrower is required to make a mandatory prepayment pursuant to Section 2.04(b)(iii), and (iii) receipt of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying Extraordinary Receipt for which the Company or any of its Material Subsidiaries of Borrower is required to make a hearing relating mandatory prepayment pursuant to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its businessSection 2.04(b)(iv);
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mn) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to clauses (d) through (i), (k), (l) and (m) of this Section 6.02 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each 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 Required Banksdelivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or MLPFS will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, MLPFS, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and MLPFS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(a)(ii), 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(a6.01(a)(ii) and (bb)(ii), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower and a reconciliation of intercompany transactions between Holdings and Borrower and Borrower’s Subsidiaries;
(c) not more than 30 days after the end of each fiscal month of Borrower, a duly completed Compliance Certificate, covering Part IV of Schedule 2 thereto only, signed by a Responsible Officer of Borrower;
(d) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(de) promptly after the same are availablerequest by Administrative Agent or any Lender, 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 any annual, regular, periodic and special reports and registration statements which the Company Holdings 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 heretoAct;
(ef) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fg) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(gh) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds $1,000,000, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hi) 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;
(ij) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) promptly after the following certificates execution thereof, copies of all amendments, waivers and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority supplemental indentures made with respect to any Material Insurance Subsidiary of the Company (and Senior Note Indenture or the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciledSenior Notes;
(l) promptly upon occurrence, notice of (i) after the acquisition receipt by the Company Borrower or any of its Subsidiaries thereof, notice of any Person which engages in any material respect in an insurance business claim or (ii) any Subsidiary notice to the effect that Borrower of the Company or any of its Subsidiaries becoming engaged is in default under any material respect in an insurance businessof its leases of real property; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section 6.02 shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(a), a certificate of its the independent certified public accountants certifying accounting firm that examined such financial statement consolidated Financial Statements to the effect that they have reviewed and stating are familiar with this Agreement and that, in examining such consolidated Financial Statements, nothing came to their attention that in making the examination necessary therefor no knowledge was obtained of any caused them to believe that an event or condition that constitutes a Default or Event of Default hereunder orhas occurred or existed insofar as such conditions or events relate to accounting matters, except for those, if any any, described in reasonable detail in such Default or Event of Default shall exist, stating the nature and status of such eventcertificate;
(b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), or as promptly as available thereafter, the management letter and report on internal controls delivered by such independent certified public accounting firm in connection with their audit of such financials;
(c) concurrently with the delivery of the financial statements referred to in Sections 6.1(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of Company, along with the Company;
(c) promptly after request by Agent or any Bank, copies of any detailed audit reports, management letters or recommendations current compliance certificates submitted pursuant to the board of directors (or Note Purchase Agreement-1997 and 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 themNote Purchase Agreement-2003;
(d) promptly after the same are availabletheir preparation, copies of each annual reportany and all (i) proxy statement, proxy or financial statement or other report or communication sent statements and reports which Company makes available to the its stockholders of the Companygenerally, and copies of all annual(ii) reports, regular, periodic and special reports and registration statements which the and prospectuses, if any, filed by Company may file with any securities exchange or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) any Governmental Authority succeeding to any of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Agent pursuant heretoits functions;
(e) within the 60 days following the first day of each fiscal year of Company, projected or forecasted consolidated balance sheets, statements of income and expense, and statements of cash flows for Company and its Subsidiaries (including any Subsidiary then proposed to be acquired, organized or created in connection with a Permitted Acquisition and to continue in existence after consummation thereof) as of the end of and for each fiscal quarter in such fiscal year in such reasonable detail as Lender may require;
(f) within forty-five (45) days after the end of each fiscal quarter, a job status report for each project of Company and its Subsidiaries containing such detail and information as are satisfactory to Lender;
(g) promptly after upon any Responsible Officer of Company becoming aware of 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 concurrently with delivery to the occurrence thereofnoteholders under the Note Purchase Agreement-1997 and the Note Purchase Agreement-2003, notice such other reports, certificates and notices are delivered or given under either or both 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;said Note Purchase Agreements; and
(i) promptly after the occurrence any Responsible Officer becomes aware thereof, notice of the cancellation of or refusal to extend a performance or payment bond or surety contract to Company or a Subsidiary in connection with work to be performed by Company or any Material Adverse Effect;
(j) promptly, notice of Subsidiary or any announcement by joint venture in which Company or any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (whenparticipates, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination face amount of claims against such performance or revocation of any material license of payment bonds or surety contracts to the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to extent such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes claims in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in aggregate exceed $500,000 at any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent by the Required Banksone time.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently Concurrently with the delivery of the financial statements referred required pursuant 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 (b6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Companyeach Borrower;
(cb) promptly Promptly after any request by Administrative Agent or any BankLender, 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 either Borrower by independent accountants in connection with the accounts or books of the Company RSA or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly 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 CompanyRSA, and copies of all annual, regular, periodic and special reports and registration statements which the Company RSA may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent pursuant heretoor any Lender, copies of any other report or other document that was filed by each Borrower or any of its Subsidiaries with any Governmental Authority;
(e) promptly after 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 $5,000,0000 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, (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 Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers or any of their respective Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (a) all notices received by Borrowers or any of their ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers or any of their ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which neither Borrower contributes nor as to which either Borrower has any liability (contingent or otherwise); and (c) all notices received by Borrowers or any of their ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with respect thereto;
(fh) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to either Borrower) with respect to a claim against Borrowers or any of their respective Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease asserting a default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers or any of their respective Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any labor union notifying Borrowers of its intent to strike Borrowers or any of their respective Subsidiaries on a date certain and such strike would involve more than 250 employees of Borrowers and their respective Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrowers or their respective Subsidiaries are taking or propose to take with respect thereto; or (v) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by the Company RSA or any of its Subsidiaries;
Subsidiaries (g) promptly after other than changes required by GAAP or by regulations promulgated by 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 EffectSecurities and Exchange Commission);
(j) promptly, notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyPromptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, orany Lender (through Administrative Agent) or the Requisite Lenders. Borrowers hereby acknowledge that (a) Administrative Agent and/or the Arranger will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrowers hereunder (collectively, “Borrowers Materials”) by posting the Borrowers Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrowers or their respective securities) (each, a “Public Lender”). Each Borrower hereby agrees that so long as such Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrowers Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrowers Materials “PUBLIC,” each Borrower shall be deemed to have authorized Administrative Agent, the Arranger, the Issuing Lender and Lenders to treat such Borrowers Materials as not containing any material non-public information with respect to Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Materials constitute Information, they shall be treated as set forth in Section 10.7); (y) all Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) Administrative Agent by and the Required BanksArranger shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, Borrowers shall be under no obligation to mxxx any Borrowers Materials “PUBLIC.”
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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;
within five (b5) concurrently with days after the delivery of the financial statements referred to in Sections 6.1(a6.1 (a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by AgentLender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. The annual reports, orproxies, through financial statements or other communications required by Section 6.2(c) above shall be deemed to have been delivered on the date on which Borrower posts such reports on Borrower’s website on the Internet at the website address listed on Schedule 10.2 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx.; provided that Borrower shall notify Administrative Agent of the posting of any such new material. Lender shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.2(c), and in any event shall have no responsibility to monitor compliance by the Required BanksBorrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and the Requisite Banks, with sufficient copies for each Bank:
(a) concurrently Concurrently with the delivery of the financial statements referred required pursuant 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 (b6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyOfficer;
(cb) promptly Promptly after request by the Administrative 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company Borrower may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section;
(d) Promptly after request by the Administrative Agent pursuant heretoor any Bank, copies of any other report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Authority;
(e) promptly after As soon as practicable, notice of the occurrence of any (i) ERISA Event, (ii) a Reportable Event, (iii) "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, (iv) the adoption of, or the commencement of contributions to, any Pension Plan subject to Section 412 of the Code by Borrower or any ERISA Affiliate, or (v) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries is taking or proposes
(f) with reasonable promptness copies of (a) all notices received by any Borrower or any of its ERISA Affiliates of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (c) all notices received by Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrower is taking or propose to take with respect thereto;
(fh) As soon as practicable, notice of (i) the commencement of a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease asserting a default thereunder on the part of Borrower or any of its Subsidiaries, (iii) commencement a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any labor union notifying Borrower of its intent to strike Borrower or any of its Subsidiaries on a date certain and such strike would involve more than 250 employees of Borrower and its Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Subsidiaries are taking or propose to take with respect thereto; or (v) the commencement of, or any material development in, any litigation or proceeding affecting Borrower or its Subsidiaries; including pursuant to any applicable Environmental Laws;
(i) Notice of any material change in accounting policies or financial reporting practices by the Company Borrower 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyPromptly, such other data and information as from time to time may be reasonably requested by the Administrative Agent, or, any Bank (through Agent by the Required Administrative Agent) or the Requisite Banks.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the Agent:Administrative Agent and the Requisite Lenders, with sufficient copies for each Lender (to be distributed by Administrative Agent to each Lender):
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a7.01(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 6.1(a7.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(c) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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, as amended, and not otherwise required to be delivered to Administrative 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 Borrower or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(h) promptly after the occurrence thereof, notice of any Reportable Event with respect to any ERISA Plan or the intent to terminate any ERISA Plan, or the institution of proceedings or the taking or expected taking of any other action to terminate any ERISA Plan or withdraw from any ERISA 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 6.1(a6.01(a) and (b), a duly completed Compliance Certificate signed ---------------- --- by a Responsible Officer of the CompanyBorrower;
(c) concurrently with the delivery of each Compliance Certificate delivered in connection with the financial statement referred to in Sections -------- 6.01(a) and (b), a schedule showing, by location, (i) all lease commitments for ------- --- new, but unopened restaurants, (ii) the date the leasehold for each such restaurant is anticipated to be available for occupancy by Borrower to commence construction of tenant improvements , and (iii) Borrower's estimate of all construction costs for tenant improvements and all furniture, fixtures and equipment costs for each such restaurant less tenant improvement allowances, if ---- any;
(d) concurrently with the delivery of each Compliance Certificate delivered in connection with the financial statement referred to in Section 6.01(b), a --------------- certification signed by the chief financial officer of Borrower certifying that the aggregate of all capital expenditures made in such fiscal year through the date of such certificate, together with all capital expenditures which Borrower and its Subsidiaries are committed or planning to make during the remainder of such fiscal year, have not resulted, and will not result. in a violation under Section 7.11 of the Agreement as of the end of such calendar year; ------------
(e) concurrently with the delivery of the financial statements referred to in Sections 6.01(b), (i) a report signed by a Responsible Officer of Borrower in ---------------- a format satisfactory to Requisite Lenders detailing the revenue and the portion of Consolidated EBITDA attributable to each store and (ii) a quarterly store comparison report in the form previously delivered to Administrative Agent;
(f) as soon as practicable, and in any event within 90 days after the end of each fiscal year of Borrower, an operating budget by fiscal quarter for the next fiscal year, including projected consolidated balance sheets, statements of operations and statements of cash flow, all in reasonable detail and in a format acceptable to Requisite Lenders, signed by a Responsible Officer of Borrower;
(g) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(dh) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication communication, if any, sent to the stockholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements statements, if any, which the Company 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, as amended, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ei) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fj) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(gk) promptly after the commencement thereof, notice of any litigation, investigation investigation, proceeding or proceeding judgment affecting any Borrower Party where the Company amount involved exceeds $2,000,000, or in which injunctive relief or similar relief is sought, which relief, if granted, would have a Material Adverse Effect;
(l) promptly of any discovery or determination that any computer application (including those of its suppliers and vendors) that is material to any Borrower Parties' or any of its Subsidiaries which may their Subsidiaries' business and operations will not be Year 2000 Compliant on a timely basis, except to the extent that such failure could not 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequired Lenders, with sufficient copies for each Lender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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, as amended, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) 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;
(gd) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting the Company any Borrower Party in which there is a reasonable possibility of its Subsidiaries which may an adverse determination and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(he) promptly after the occurrence thereof, notice of any Reportable Event with respect to any Plan or the intent a decision 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;
(if) promptly after the occurrence thereof, notice of any discovery or determination that any computer application (including those of its key suppliers and vendors) that is material to any Borrower Parties' or any of their Subsidiaries' business and operations will not be Year 2000 Compliant on a timely basis, except to the extent that such failure would not reasonably be expected to have a Material Adverse Effect;
(jg) promptlypromptly after receipt thereof, notice copies of any announcement by notice relating to revocation of the Private Letter Ruling and any rating agency of any change or possible change in the Debt Rating by either Rating Agency claim for indemnification, individually or in the "financial strength" rating by either Rating Agency aggregate, in excess of the Threshold Amount under any Material Insurance SubsidiarySpinoff Document;
(kh) concurrently with the following certificates and other information:
(i) not later than 60 days after receiveddelivery of the financial statements referred to in Section 6.01(a), a copy certificate of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary Responsible Officer of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to Borrower certifying that the insurance business of required to be maintained pursuant to Section 6.06 is in full force and effect, is adequate in nature and amount and complies with Borrower's and each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesSubsidiary's obligations under Section 6.06; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower in reasonable detail setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 under Section 7.11 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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(c) if reasonably requested by Lender, (i) a report signed by a Responsible Officer of Borrower in a format satisfactory to Lender detailing the revenue and the portion of Consolidated EBITDAR attributable to each store and (ii) a quarterly store comparison report in the form previously delivered to Lender;
(d) as soon as practicable, and in any event within 90 days after the end of each fiscal year of Borrower, an operating budget by fiscal quarter for the next fiscal year through the Maturity Date, including projected statements of operations and schedule of capital expenditures, all in reasonable detail and in a format acceptable to Lender, signed by a Responsible Officer of Borrower;
(e) promptly after request by Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(df) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication communication, if any, sent to the stockholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements statements, if any, which the Company Borrower may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Agent Lender pursuant hereto;
(eg) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fh) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(gi) promptly after the commencement thereof, notice of any litigation, investigation investigation, proceeding or proceeding judgment affecting any Borrower Party where the Company any of its Subsidiaries which may liability to such Borrower Party could reasonably be expected to exceed $2,000,000, or in which injunctive relief or similar relief is sought, which relief, if granted, would 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent Lender. Each notice pursuant to clause (g) of this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to the ------------------------------------------- Agent and each of the Banks Participant, in form and detail reasonably satisfactory to the AgentAgent and the Required Participants:
(ai) 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;
clauses (b) concurrently with the delivery of the financial statements referred to in Sections 6.1(ai) and (bii) of Section 10.1(a), a duly completed --------------------------------------- Compliance Certificate signed by a Responsible Officer of the CompanyLessee;
(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;
(dii) 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 CompanyLessee, and copies of all annual, regular, periodic and special reports and registration statements which the Company Lessee 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, as amended, and not otherwise required to be delivered to the Agent pursuant hereto;
(eiii) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fiv) notice of any material change in accounting policies or financial reporting practices by the Company Lessee or any of Subsidiary that is material to the Lessee or to the Lessee and its SubsidiariesSubsidiaries on a consolidated basis;
(gv) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting the Company any of its Subsidiaries Lessee where the reasonably expected damages to the Lessee exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hvi) 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;
(ivii) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(ivviii) promptly upon after the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrenceoccurrence thereof, notice of (i) any material amendment of or supplement to, or the acquisition by the Company or occurrence of any material breach under, any of its Subsidiaries of any Person which engages in any material respect in an insurance business the Maxtor Merger Documents or the Snap Spin-Off Documents, and (ii) any Subsidiary the consummation of each step in the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance businessSnap Spin-Off; and
(mix) promptly, such other data and information as from time to time may be reasonably requested by the Agent, or, through the Agent or any Participant. Notwithstanding any provision of this Participation Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither the Lessee nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (A) constitutes non-financial trade secrets or non- financial proprietary information, or (B) the disclosure of which to any Participant, or their designated representative, is then prohibited by law or any agreement binding on the Lessee or any of its Subsidiaries that was not entered into by the Required BanksLessee or any such Subsidiary for the purpose of concealing information from the Participants. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Lessee setting forth details of the occurrence referred to therein and stating what action the Lessee has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently Concurrently with the delivery of the financial statements referred required pursuant 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 (b6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Companyeach Borrower;
(cb) promptly Promptly after request by Administrative Agent or any BankLender, 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 either Borrower by independent accountants in connection with the accounts or books of the Company RSA or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly 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 CompanyRSA, and copies of all annual, regular, periodic and special reports and registration statements which the Company RSA may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent pursuant heretoor any Lender, copies of any other report or other document that was filed by each Borrower or any of its Subsidiaries with any Governmental Authority;
(e) promptly after As soon as practicable, notice of the occurrence of any (i) ERISA Event, (ii) a Reportable Event, (iii) "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, (iv) 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 (v) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers or any of their respective Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (a) all notices received by Borrowers or any of their ERISA Affiliates of the PBGC's intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (b) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrowers or any of their ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; and (c) all notices received by Borrowers or any of their ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with respect thereto;
(fh) As soon as practicable, notice of (i) the commencement of a legal proceeding with respect to a claim against Borrowers or any of their respective Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease asserting a default thereunder on the part of Borrowers or any of their respective Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrowers or any of their respective Subsidiaries under a contract that is not a credit agreement or material lease in excess of $5,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any labor union notifying Borrowers of its intent to strike Borrowers or any of their respective Subsidiaries on a date certain and such strike would involve more than 250 employees of Borrowers and their respective Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrowers or their respective Subsidiaries are taking or propose to take with respect thereto; or (v) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrowers or their respective Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by the Company RSA or any of its Subsidiaries;
Subsidiaries (g) promptly after other than changes required by GAAP or by regulations promulgated by 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 EffectSecurities and Exchange Commission);
(j) promptly, notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyPromptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, any Lender (through Agent by Administrative Agent) or the Required BanksRequisite Lenders.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender in form and detail reasonably satisfactory to the AgentLender:
(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 statements and stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default hereunder under the financial covenants set forth herein 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 CompanyBorrower;
(c) promptly after request by Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material SubsidiariesSubsidiary, 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 Agent Lender 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 Borrower or any of its SubsidiariesSubsidiary;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any amount claimed against the Borrower Party or the amount of its Subsidiaries potential loss exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has 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) promptlyon or before July 31 and January 31 of each year, notice Borrower-prepared reports as of any announcement June 30 and December 31, respectively, detailing (i) the total net volume of timber harvested, by any rating agency species and product, from each tract of any change real property owned by Borrower and its Subsidiaries, (ii) the number of acres and associated timber volumes destroyed by fire, insects, disease, storms or possible change in other causes, (iii) all improvements made to real property owned by Borrower, the Debt Rating number of acres affected by either Rating Agency such improvements, and the location of such improvements by reference to plat or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiaryother legal description, and (iv) such other information as Lender may reasonably request;
(k) on a monthly basis, reports as to monthly sales and purchases of timberland and timber, by reference to acreage, timber volume, location and market value, in form and substance sufficient to enable Lender to calculate the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesBorrowing Base Limit; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender in form and detail reasonably satisfactory to the AgentLender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(cb) promptly after reasonable request by Agent or any BankLender, copies of any detailed audit reports, reports and management letters or recommendations with respect to the annual financial statements delivered to Lender pursuant to Section 6.01(a) submitted to the board of directors (or the audit committee of the board of directors) of the Company Borrower by independent accountants in connection with the audit of the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of themSubsidiary;
(dc) 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 CompanyBorrower, and copies of all annual, regular, periodic annual and special quarterly reports and registration statements which the Company 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 Agent Lender pursuant hereto;
(ed) promptly after the occurrence thereofthereof becomes known or should have become known to a Responsible Officer or the general counsel of Borrower, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its SubsidiariesSubsidiary;
(gf) promptly after the commencement thereofthereof becomes known or should have become known to a Responsible Officer or the general counsel of Borrower, notice of any litigation, investigation or proceeding affecting against Borrower or any Subsidiary where the Company any of its Subsidiaries amount sought exceeds the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief is reasonably be expected likely to have a Material Adverse Effect;
(hg) promptly after the occurrence thereofthereof becomes known to a Responsible Officer or the general counsel of Borrower, 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;
(ih) promptly after the occurrence thereofthereof becomes known to a Responsible Officer or the general counsel of Borrower, 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by AgentLender. Each notice under Section 6.02 (d), or(f), through Agent (g), or (h) pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Broadcom Corp)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks ------------------------------------------- Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 6.1(a6.01(a) and (b), a duly completed Compliance ---------------- --- Certificate signed by a Responsible Officer of the CompanyBorrower;
(c) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(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 Borrower Party, an adverse determination of its Subsidiaries which may reasonably be expected to could cause a Material Adverse Effect, or in which injunctive relief or similar relief is sought, which relief, if granted, would have a Material Adverse Effect;
(hg) 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;
(ih) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(i) notice of any material change in accounting policies or financial reporting practices by Borrower or any of its Subsidiaries;
(j) promptly, written notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency event the Borrower discovers or in the "financial strength" rating by either Rating Agency determines that any computer application (including those of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after receivedits suppliers, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (whenvendors, and if, preparedcustomers) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have is material to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company its or any of its Subsidiaries' business and operations is not or will not be Year 2000 Compliant, except to the extent that such failure could not reasonably be expected to result in a Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesAdverse Change; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mk) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Agent and each of the Banks Participant, in form and detail reasonably satisfactory to Agent and the AgentRequired Participants:
(ai) concurrently with the delivery of the financial statements 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;
clauses (b) concurrently with the delivery of the financial statements referred to in Sections 6.1(ai) and (bii) of Section 10.1(a), a duly completed Compliance Certificate signed by a Responsible Officer of Lessee; (ii) monthly on or before the Company;
(c) promptly after request by Agent or any Banktenth Business Day of each calendar month, certified copies of any detailed audit reports, management letters reports or recommendations submitted to account statements signed by a Responsible Officer of Lessee detailing (i) the board total amount of directors unrestricted cash (or the audit committee and cash equivalents) held by Lessee and its Subsidiaries on a consolidated basis as of the board last day of directorsthe immediately preceding calendar month. ("Consolidated Cash Balance"), and (ii) the portion(s) of the Company by independent accountants such Consolidated Cash Balance deposited in connection with the domestic accounts or books of the Company or subject to any of its Material Subsidiaries, or any audit of any of them;
deposit account control agreement agreements; (diii) 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 CompanyLessee, and copies of all annual, regular, periodic and special reports and registration statements which the Company Lessee 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;
; (eiv) promptly after the occurrence thereof, notice of any Potential Lease Default or Lease Event of Default;
; (fv) notice of any material change in accounting policies or financial reporting practices by the Company Lessee or any of Subsidiary that is material to Lessee or to Lessee and its Subsidiaries;
Subsidiaries on a consolidated basis; (gvi) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Lessee where the Company any of its Subsidiaries reasonably expected damages to Lessee exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent by the Required Banks.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(cb) promptly after request by Agent monthly on or any Bankbefore the tenth Business Day of each calendar month, certified copies of any detailed audit reportsreports or account statements signed by a Responsible Officer of Borrower detailing (i) the total amount of unrestricted cash (and cash equivalents) held by Borrower and its Subsidiaries on a consolidated basis as of the last day of the immediately preceding calendar month ("Consolidated Cash Balance"), management letters or recommendations submitted and (ii) the portion(s) of such Consolidated Cash Balance deposited in domestic accounts subject 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;Deposit Account Control Agreements .
(dc) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ed) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fe) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(gf) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hg) 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;
(ih) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non- financial trade secrets or non-financial proprietary information, or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders.
(c) to Administrative Agent or any Lender who requests Borrower to deliver such paper copies until written request to cease delivering paper copies is given by Administrative Agent or such Lender, and (z) Borrower shall notify Administrative Agent and Lenders of the posting of any such new material. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.02(c), and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a ---------------- --- Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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, as amended, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(ivh) promptly upon after the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrenceoccurrence thereof, notice of (i) any material amendment of or supplement to, or the acquisition by the Company or occurrence of any material breach under, any of its Subsidiaries of any Person which engages in any material respect in an insurance business the Maxtor Merger Documents or the Snap Spin-Off Documents, and (ii) any Subsidiary the consummation of each step in the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance businessSnap Spin-Off; and
(mi) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non- financial trade secrets or non-financial proprietary information, or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequisite Lenders, with sufficient copies for each Lender:
(a) concurrently Concurrently with the delivery of the financial statements referred required pursuant 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 (b6.1(b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(cb) promptly Promptly after any request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly Promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders shareholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company Borrower may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Lenders pursuant to other provisions of this Section;
(d) Promptly after request by Administrative Agent pursuant heretoor any Lender, copies of any other report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Authority;
(e) promptly after 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 any Borrower Party nor any of its ERISA Affiliates has any liability (contingent or otherwise) and to which Borrower Parties have contributed less than $35,000,000 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, (iii) the adoption of, or the commencement of contributions to, any Pension Plan or Multiemployer Plan subject to the Pension Funding Rules by Borrower or any ERISA Affiliate, or (iv) the adoption of any amendment to a Pension Plan subject to the Pension Funding Rules, if such amendment results in a material increase in contributions or Unfunded Pension Liability, telephonic notice specifying the nature thereof, and, no more than five Business Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries are taking or propose to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(f) With reasonable promptness copies of (i) all notices received by Borrower or any of its ERISA Affiliates of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan; (ii) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower or any of its ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan, other than a Pension Plan to which Borrower does not contribute or as to which Borrower has no liability (contingent or otherwise); and (iii) all notices received by Borrower or any of its ERISA Affiliates from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;
(g) As soon as practicable, notice of the occurrence of any Default or Event of Default, and of the occurrence or existence of any event or circumstance that foreseeably will become a Default or Event of Default, specifying the nature and period of existence thereof and specifying what action Borrower is taking or propose to take with respect thereto;
(fh) As soon as practicable, notice of (i) the commencement of a legal proceeding or investigation (which investigation is known to Borrower) with respect to a claim against Borrower or any of its Subsidiaries that is $20,000,000 or more in excess of the amount thereof that is fully covered by insurance, including pursuant to any applicable Environmental Laws, (ii) any creditor or lessor under a written credit agreement or material lease asserting a default thereunder on the part of Borrower or any of its Subsidiaries, (iii) commencement of a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $20,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, or (iv) any material development in any litigation or proceeding (as described in clauses (i) and (iii) above) affecting Borrower or its Subsidiaries;
(i) Notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
Subsidiaries (g) promptly after other than changes required by GAAP or by regulations promulgated by 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 EffectSecurities and Exchange Commission);
(j) promptly, notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyPromptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, orany Lender (through Administrative Agent) or the Requisite Lenders. Documents required to be delivered pursuant to Section 6.1 or this Section 6.2(c) may be delivered electronically, through and if so delivered shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet at the website address listed on Schedule 10.2; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (i) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) Borrower shall notify the Administrative Agent and each lender (by facsimile 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 Required Banksdelivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery by a Lender and each Lender shall be solely responsible for requesting delivery to it or maintaining it copies of such documents. Borrower hereby acknowledges that (a) Administrative Agent and/or the Arrangers will make available to Lenders and the Issuing Lender materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on Debt Domain, IntraLinks, SyndTrak or another similar electronic system (the “Platform”) and (b) certain of Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Borrower or its securities) (each, a “Public Lender”). Borrower hereby agrees that so long as Borrower is the issuer of any outstanding debt or equity securities that are registered or issued pursuant to a private offering or is actively contemplating issuing any such securities (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” Borrower shall be deemed to have authorized Administrative Agent, the Arrangers, the Issuing Lender and Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.7); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) Administrative Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, Borrower shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent with a copy to each of the Banks Lender in form and detail reasonably satisfactory to the Administrative Agent:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(a), a certificate of its the independent certified public accountants certifying accounting firm that examined such financial statement consolidated Financial Statements to the effect that they have reviewed and stating are familiar with this Agreement and that, in examining such consolidated Financial Statements, nothing came to their attention that in making the examination necessary therefor no knowledge was obtained of any caused them to believe that an event or condition that constitutes a Default or Event of Default hereunder orhas occurred or existed insofar as such conditions or events relate to accounting matters, except for those, if any any, described in reasonable detail in such Default or Event of Default shall exist, stating the nature and status of such eventcertificate;
(b) concurrently with the delivery of the financial statements referred to in Section 6.01(a), or as promptly as available thereafter, the management letter and report on internal controls delivered by such independent certified public accounting firm in connection with their audit of such financials;
(c) concurrently with the delivery of the financial statements referred to in Sections 6.1(a6.01(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 availabletheir preparation, copies of each annual reportany and all (i) proxy statement, proxy or financial statement or other report or communication sent statements and reports which Company makes available to the its stockholders of the Companygenerally, and copies of all annual(ii) reports, regular, periodic and special reports and registration statements which the and prospectuses, if any, filed by Company may file with any securities exchange or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) any Governmental Authority succeeding to any of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Agent pursuant heretoits functions;
(e) within the 60 days following the first day of each fiscal year of Company, projected or forecasted consolidated balance sheets, statements of income and expense, and statements of cash flows for Company and its Subsidiaries (including any Subsidiary then proposed to be acquired, organized or created in connection with a Permitted Acquisition and to continue in existence after consummation thereof) as of the end of and for each fiscal quarter in such fiscal year in such reasonable detail as Administrative Agent or any Lender may require;
(f) within forty-five (45) days after the end of each fiscal quarter, a job status report for each project of Company and its Subsidiaries containing such detail and information as are satisfactory to Administrative Agent;
(g) promptly after upon any Responsible Officer of Company becoming aware of 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;
(gh) promptly after the commencement receipt thereof, a copy of, any (i) notice that any violation of any litigationEnvironmental Law may have been committed or is about to be committed by any Covered Person, investigation or proceeding affecting the Company any of its Subsidiaries which may violation is reasonably be expected likely to have a Material Adverse Effect;
, (hii) promptly after the occurrence thereof, notice that any administrative or judicial complaint or order has been filed or is about to be filed against any Covered Person alleging violations of any Reportable Event Environmental Law or requiring such Covered Person to take any action in connection with respect the release of any Hazardous Material into the Environment, (iii) notice from a Governmental Authority or private Person alleging that a Covered Person may be liable or responsible for costs associated with a response to or cleanup of a release of Hazardous Material into the environment or any Plan damages caused thereby, which costs or damages are reasonably likely to be in excess of $500,000, (iv) notice that a Covered Person is subject to federal, state or local investigation regarding the intent improper transportation, storage, disposal, generation or release into the environment of any Hazardous Material, which event is reasonably likely to terminate any Planhave a Material Adverse Effect, or the institution (v) notice that any properties or assets of proceedings or the taking or expected taking a Covered Person are subject to a Security Interest in favor of any other action Governmental Authority for any liability under any Environmental Law or damages arising from or costs incurred by such Governmental Authority in response to terminate any Plan or withdraw from any Plana release of Hazardous Material into the environment;
(i) promptly after the occurrence thereof, notice of (i) the failure of any Covered Person or ERISA Affiliate of such Covered Person to make any required installment or any other required payment to any Pension Benefit Plan in sufficient amount to comply with ERISA and the Code on or before the due date for such installment or payment, which event is reasonably likely to have a Material Adverse Effect; (ii) the occurrence of any Reportable Event, or a Prohibited Transaction or Accumulated Funding Deficiency (as those terms are defined in ERISA), with respect to any Pension Benefit Plan maintained or contributed to by a Covered Person or ERISA Affiliate of such Covered Person, (iii) receipt by a Covered Person or ERISA Affiliate of such Covered Person of any notice from a Multiemployer Plan regarding the imposition of withdrawal liability, which event is reasonably likely to have a Material Adverse Effect; and (iv) receipt by a Covered Person or ERISA Affiliate of such Covered Person of any notice of the institution, or a Covered Person's expectancy of the institution, of any proceeding or receipt by such Covered Person or ERISA Affiliate of such Covered Person of any notice of the taking, or such Covered Person's expectancy of the taking, of any other action which may result in the termination of any Pension Benefit Plan maintained or contributed to by such Covered Person or ERISA Affiliate of such Covered Person, or the withdrawal or partial withdrawal by a Covered Person or ERISA Affiliate of such Covered Person from any Pension Benefit Plan, and the filing or receipt by Covered Person or ERISA Affiliate of such Covered Person of any such notice and filing or receipt of all subsequent reports or notices under ERISA with or from the IRS, the PBGC, or the DOL relating to the same, which event is reasonably likely to have a Material Adverse Effect; and, in addition to such notice, deliver to Administrative Agent a certificate of a Responsible Officer of Company, setting forth details as to such events and the action that the affected Covered Person or ERISA Affiliate of such Covered Person proposes to take with respect thereto. For purposes of this Section, a Covered Person and any ERISA Affiliate of such Covered Person hall be deemed to know all facts known by the administrator of any Plan of which such Covered Person or any ERISA Affiliate of such Covered Person is the plan sponsor;
(j) promptly after the occurrence thereof, notice of any default or event of default, or the occurrence of any event which would with the passage of time, giving of notice or otherwise, constitute a default or event of default with respect to any Indebtedness in excess of $5,000,000;
(k) promptly after becoming aware thereof, notice of any pending or threatened strike, work stoppage, material unfair labor practice claim or other material labor dispute affecting a Covered Person which is reasonably likely to have a Material Adverse Effect;
(jl) promptlynotice of any change in the name, state of incorporation, or form of organization of any Borrower Party at least 15 days prior to such change;
(m) promptly after any Responsible Officer becomes aware thereof, notice of the cancellation of or refusal to extend a performance or payment bond or surety contract to Company or a Subsidiary in connection with work to be performed by Company or any Subsidiary or any joint venture in which Company or any Subsidiary participates, and notice of the face amount of claims against such performance or payment bonds or surety contracts to the extent such claims in the aggregate exceed $500,000 at any one time;
(n) promptly after any Responsible Officer becomes aware thereof, notice of any announcement by event that has or is reasonably likely to have a Material Adverse Effect;
(o) promptly after any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency Responsible Officer becomes aware thereof, commencement of any Material Insurance SubsidiaryProceeding;
(kp) the following certificates and other information:promptly after any Responsible Officer becomes aware thereof, notice of an actual, alleged, or potential violation of any Material Law applicable to a Covered Person.
(iq) not later than 60 days promptly after receivedthe occurrence thereof, notice of any loss, including loss as a consequence of condemnation proceedings, or damage to any part of the assets of a Covered Person, if the uninsured portions of such loss, damage or proceeding is reasonably likely to be in excess of $1,000,000;
(r) promptly after the request of Administrative Agent or any Lender, a copy of any final financial examination reports each annual report or market conduct examination reports issued by a Governmental Authority other filing or notice filed with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and Pension Benefit Plan of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver Covered Person or any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim reportERISA Affiliate;
(iis) within two Business Days promptly after the request of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company Administrative Agent or any Lender, a copy of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspensioneach federal, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to takestate, or refrain from taking, any action local tax return or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) report filed by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesCompany; and
(ivt) promptly upon after the receipt request of Administrative Agent or any Lender, such noticeadditional information about the business, notice operations, revenues, financial condition, property, or business prospects of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company Borrower Party as Administrative Agent or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyLender may, such other data and information as from time to time may be time, reasonably requested by Agent, or, through Agent by the Required Banksrequest.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(aSECTION 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 6.1(aSECTIONS 6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyHoldings;
(c) promptly after request by Administrative Agent or any BankLender, 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 Holdings by independent accountants in connection with the accounts or books of the Company Holdings 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 CompanyHoldings, and copies of all annual, regular, periodic and special reports and registration statements which the Company Holdings 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;
(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 Holdings or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Holdings setting forth details of the Required Banksoccurrence referred to therein and stating what action Holdings has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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;
within five (b5) concurrently with 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 the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed $5,000,000, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. The annual reports, orproxies, through financial statements or other communications required by Section 6.2(c) above shall be deemed to have been delivered on the date on which Borrower posts such reports on Borrower’s website on the Internet at the website address listed on Schedule 10.2 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx; provided that Borrower shall notify Administrative Agent of the posting of any such new material. Lender shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.2(c), and in any event shall have no responsibility to monitor compliance by the Required BanksBorrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to the ------------------------------------------- Agent and each of the Banks Participant, in form and detail reasonably satisfactory to the AgentAgent and the Required Participants:
(ai) 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;
clauses (b) concurrently with the delivery of the financial statements referred to in Sections 6.1(ai) and (bii) of Section 10.1(a), a duly completed --------------------------------------- Compliance Certificate signed by a Responsible Officer of the CompanyLessee;
(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;
(dii) 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 CompanyLessee, and copies of all annual, regular, periodic and special reports and registration statements which the Company Lessee 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 the Agent pursuant hereto;
(eiii) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fiv) notice of any material change in accounting policies or financial reporting practices by the Company Lessee or any of Subsidiary that is material to the Lessee or to the Lessee and its SubsidiariesSubsidiaries on a consolidated basis;
(gv) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting the Company any of its Subsidiaries Lessee where the reasonably expected damages to the Lessee exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hvi) 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;
(ivii) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mviii) promptly, such other data and information as from time to time may be reasonably requested by the Agent, or, through the Agent or any Participant. Notwithstanding any provision of this Participation Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither the Lessee nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (A) constitutes non-financial trade secrets or non- financial proprietary information, or (B) the disclosure of which to any Participant, or their designated representative, is then prohibited by law or any agreement binding on the Lessee or any of its Subsidiaries that was not entered into by the Required BanksLessee or any such Subsidiary for the purpose of concealing information from the Participants. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Lessee setting forth details of the occurrence referred to therein and stating what action the Lessee has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief could reasonably be expected to have a Material Adverse Effect;
(hf) 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, other than any Plan of ADIC terminated after the consummation of the Related Transactions;
(ig) promptly after the occurrence thereof, notice of any Material Adverse Effect;; Quantum Corporation Credit Agreement
(jh) promptlyconcurrently with the delivery of all reports, notice statements and other information delivered pursuant to the Second Lien Loan Agreement, copies of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates such reports, statements and other information:, except to the extent that such information has already been delivered to the Administrative Agent and the Lenders in accordance with the terms hereof;
(i) not later than 60 days after received, concurrent notice of and a copy of any final financial examination reports each amendment (or market conduct examination reports issued by a Governmental Authority with respect proposed amendment) to any Material Insurance Subsidiary the Second Lien Loan Agreement, regardless of whether such amendment is permitted under the Intercreditor Agreement without the consent of the Company (and Administrative Agent and/or the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesLenders; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a ---------------- --- Responsible Officer of the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may reasonably be expected to have injunctive relief or similar relief is sought, which relief, if granted, has a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Notwithstanding any provision of this Agreement to the contrary, so long as no Default or Event of Default shall have occurred and be continuing, neither Borrower nor any of its Subsidiaries shall be required to disclose, permit the inspection, examination, photocopying or making extracts of, or discuss, any document, information or other matter that (i) constitutes non- financial trade secrets or non-financial proprietary information or (ii) the disclosure of which to any Lender, or their designated representative, is then prohibited by law or any agreement binding on Borrower or any of its Subsidiaries that was not entered into by Borrower or any such Subsidiary for the Required Bankspurpose of concealing information from the Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Quantum Corp /De/)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent, in form and detail substance reasonably satisfactory to the AgentAdministrative Agent and the Required Lenders:
(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 the Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material SubsidiariesSubsidiary, 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;
(ib) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(jc) promptly, notice of any announcement by any rating agency either of the Rating Services of any change or possible change in the a Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries/available; and
(ivd) promptly upon Within ten (10) days after the receipt date of such noticedelivery of the annual and quarterly financial statements pursuant to Section 6.04(a) and (b), notice but not in any event later than 105 days after the close of any actual material changes each fiscal year and within 60 days after the close of each of the first three fiscal quarters of the Parent and its Consolidated Subsidiaries, a certificate of a Responsible Officer of the Borrower substantially in the Insurance Code governing form of Exhibit 6.05(d), (i) demonstrating compliance with the investment or dividend practices of insurance companies domiciled financial covenants contained in any Section 7.05 by calculation thereof as of the states in which end of each such fiscal period and (ii) stating that no Default or Event of Default exists, or if any Insurance Subsidiary is domiciled;Default or Event of Default does exist, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto.
(le) Upon any Responsible Officer of the Borrower obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent promptly upon occurrence, notice of (i) the acquisition by occurrence of an event or condition consisting of a Default or Event of Default, specifying the Company nature and existence thereof and what action, if any, the Borrower proposes to take with respect thereto, and (ii) the occurrence of any of the following with respect to Parent or any of its Subsidiaries Consolidated Subsidiary: (A) the pendency or commencement of any litigation, arbitral or governmental proceeding against such Person or the Properties which engages if adversely determined is likely to have a Material Adverse Effect, unless counsel to the Borrower has reasonably determined that such litigation, arbitral or governmental proceeding has no likelihood of being successful, or (B) the institution of any proceedings against such Person with respect to, or the receipt of notice by such Person of potential liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, including but not limited to, Environmental Laws, if the potential penalties, judgments or awards resulting from any such alleged violations could have a Material Adverse Effect.
(f) With reasonable promptness upon any such request, such other information regarding the businesses, properties or financial condition of the Consolidated Group as the Administrative Agent or any Lender may reasonably request. Each notice pursuant to this Section 6.05 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Documents required to be delivered pursuant to Section 6.04(a) or (b) or Section 6.05(e) (to the extent any such documents are included in any material respect in an insurance business 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 Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Subsidiary Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the Company posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.05(d) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or any to maintain copies of its Subsidiaries becoming engaged the documents referred to above, and in any material respect in an insurance business; and
(m) promptly, such other data and information as from time event shall have no responsibility to time may be reasonably requested by Agent, or, through Agent monitor compliance by the Required BanksBorrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 under the financial covenants set forth herein 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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(c) concurrently with the delivery of the financial statements referred to in Section 6.01(a), (i) a consolidating balance sheet and income statement for such year (which need not be audited) and, in the case of such income statement, setting forth in comparative form the figures for the previous fiscal year, and (ii) a budget for the next succeeding fiscal year;
(d) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material SubsidiariesSubsidiary, or any audit of any of them;
(de) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(ef) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fg) notice of any material change in accounting policies or financial reporting practices by Borrower or any Subsidiary;
(h) notice of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) any breach or non-performance of, or any default under, a Contractual Obligation of Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between Borrower or any Subsidiary and any Governmental Authority; or (iii) the Company commencement of, or any material development in, any litigation or proceeding affecting Borrower or any Subsidiary; including pursuant to any applicable Environmental Laws;
(i) notice of the occurrence of any of the following events affecting Borrower or any ERISA Affiliate (but in no event more than 10 days after such event becomes known to an officer of Borrower or any Subsidiary), and deliver to Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to Borrower or any ERISA Affiliate with respect to such event:
(i) an ERISA Event;
(ii) a material increase in the Unfunded Pension Liability of any Pension Plan;
(iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Borrower or any ERISA Affiliate resulting in a material contribution obligation; or
(iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability; and
(j) notice upon, but in no event later than 15 days after, any officer of Borrower or any Subsidiary becoming aware of (i) any and all enforcement, investigation, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Borrower or any Subsidiary or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of their respective properties pursuant to any litigation, investigation or proceeding affecting the Company any of its Subsidiaries applicable Environmental Laws which may could reasonably be expected to have a Material Adverse Effect;, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the property of Borrower or any Subsidiary that could reasonably be anticipated to cause such property of Borrower or such Subsidiary or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such property under any Environmental Laws.
(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;
(ik) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(j) promptly, ; and Each notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued pursuant to this Section shall be accompanied by a Governmental Authority statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower has taken and proposes to take with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent by the Required Banksthereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Senior Officer of the CompanyBorrower;
(cb) promptly after request by Agent to the extent Parent or any Bank, copies of any detailed audit Borrower files or is required to file the below described 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 Subsidiariescommunications and/or statements, 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 CompanyParent or Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company Parent or 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 1934Act, and not otherwise required to be delivered to Agent Lender pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Parent or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed the Threshold Amount, or in which may injunctive relief or similar relief is sought, which relief could reasonably be expected to have a Material Adverse Effect;
(hf) 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;
(ig) 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mh) promptly, such other data and information as from time to time may be reasonably requested by AgentAdministrative Agent or the Requisite Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Senior Officer of Borrower setting forth details of the occurrence referred to therein and, orif applicable, through Agent by the Required Banksstating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Fusion Telecommunications International Inc)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Lender in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 6.1(a6.01(a) and (b), a duly completed Compliance Certificate signed ---------------- --- by a Responsible Officer of the CompanyBorrower;
(c) if requested by Lender, (i) a report signed by a Responsible Officer of Borrower in a format satisfactory to Lender detailing the revenue and the portion of Consolidated EBITDA attributable to each store and (ii) a quarterly store comparison report in the form previously delivered to Lender;
(d) as soon as practicable, and in any event within 90 days after the end of each fiscal year of Borrower, an operating budget by fiscal quarter for the next fiscal year, including projected statements of operations and schedule of capital expenditures, all in reasonable detail and in a format acceptable to Lender, signed by a Responsible Officer of Borrower;
(e) promptly after request by Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower or any of its Material Subsidiaries, or any audit of any of them;
(df) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication communication, if any, sent to the stockholders of the CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements statements, if any, which the Company Borrower may file or be required to file with the Securities and Exchange Commission under Sections Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to Agent Lender pursuant hereto;
(eg) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fh) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of its Subsidiaries;
(gi) promptly after the commencement thereof, notice of any litigation, investigation investigation, proceeding or proceeding judgment affecting any Borrower Party where the Company any of its Subsidiaries amount involved exceeds $2,000,000, or in which may reasonably be expected to injunctive relief or similar relief is sought, which relief, if granted, would 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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to Administrative Agent and each of the Banks Lender, in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders:
(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;
within five (b5) concurrently with 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 the CompanyBorrower;
(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;
(db) 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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 1934Act, and not otherwise required to be delivered to Administrative Agent pursuant hereto;
(ec) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fd) notice of any material change in accounting policies or financial reporting practices by the Company Borrower or any of Subsidiary that is material to Borrower or to Borrower and its SubsidiariesSubsidiaries on a consolidated basis;
(ge) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting Borrower where the Company any of its Subsidiaries reasonably expected damages to Borrower exceed $2,500,000, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect;
(hf) promptly after the occurrence thereof, notice of any Reportable Event with respect to any Pension Plan or the intent to terminate any Pension Plan, or the institution of proceedings or the taking or expected taking of any other action to terminate any Pension Plan or withdraw from any Pension Plan;
(g) (i) in advance of, if known, or promptly after the occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Borrower, its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the IRS, the Department of Labor or the PBGC with respect thereto; and (ii) promptly following such ERISA Event, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates with the IRS with respect to each Pension Plan; (2) all notices received by Borrower, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;
(h) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(i) as soon as practicable and in any event no later than January 31 of each fiscal year, a consolidated plan and financial forecast for such fiscal year and each fiscal year (or portion thereof) through the final maturity date of the Loans (a “Financial Plan”), including (i) a forecasted consolidated and consolidating balance sheet and forecasted consolidated and consolidating statements of income and cash flows of Borrower and its Subsidiaries for each such fiscal year, together with pro forma Compliance Certificates for each such fiscal year and an explanation of the assumptions on which such forecasts are based, (ii) forecasted consolidated statements of income and cash flows of Borrower and its Subsidiaries for each month of the fiscal year then beginning, (iii) forecasts demonstrating projected compliance with the requirements of Section 7.12 through the Maturity Date of the Term Loans, and (iv) forecasts demonstrating adequate liquidity through the Maturity Date of the Term Loans, together, in each case, with an explanation of the assumptions on which such forecasts are based all in form and substance reasonably satisfactory to Administrative Agent and accompanied by a certificate from a Responsible Office of Borrower certifying that the projections contained therein are based upon good faith estimates and assumptions believed by Borrower to be reasonable at the time made and at the time of delivery thereof; provided, however, that with respect to fiscal year 2008, the monthly forecasts described in clause (ii) above may be delivered up to 90 days after the Closing Date;
(j) promptlyas soon as practicable and in any event by the last day of each fiscal year, notice a report in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of any announcement the date of such report by any rating agency of any change or possible change Borrower and its Subsidiaries and all material insurance coverage planned to be maintained by Borrower and its Subsidiaries in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiaryimmediately succeeding fiscal year;
(k) the following certificates and other information:
(i) not later than 60 days after receivedwith reasonable promptness, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, written notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes change in the Insurance Code board of directors (or similar governing the investment or dividend practices body) of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciledBorrower;
(l) promptly upon occurrencepromptly, notice of and in any event within ten Business Days (i) the acquisition by the Company after any Material Contract of Borrower or any of its Subsidiaries is terminated or amended in a manner that would (x) decrease the revenue to be received by any Credit Party during any fiscal year under such Material Contract by more than 25% or (y) increase the cost to be paid by any Credit Party during any fiscal year under such Material Contract by more than 25%, and (ii) after any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided that no such prohibition on delivery shall be effective if it were bargained for by Borrower or its applicable Subsidiary with the intent of avoiding compliance with this Section 6.2(l)), and an explanation of any actions being taken with respect thereto;
(m) as soon as practicable (but, in any event, within 7 days) following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any facility of Borrower or its Subsidiaries or which relate to any environmental liabilities of Borrower or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;
(n) at least thirty (30) days prior to the occurrence of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure, or (iii) in any Credit Party’s Federal Taxpayer Identification Number, Borrower will furnish to the Administrative Agent notice thereof. Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated in the Security Documents. Borrower will furnish to Administrative Agent prompt written notice of any Lien (other than Permitted Liens) or claims made or asserted against any Collateral or interest therein. Borrower also agrees promptly to notify Administrative Agent in writing if any material portion of the Collateral is lost, damaged or destroyed;
(o) each year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 6.1(a), a certificate (i) either confirming that there has been no material change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes, and (ii) updating the Collateral Questionnaire to reflect material changes in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section;
(p) promptly (i) if any Credit Party obtains knowledge that any Credit Party or any Person which engages in owns, directly or indirectly, any material respect in an insurance business Equity Securities of any Credit Party, or any other holder at any time of any direct or indirect equitable, legal or beneficial interest therein is the subject of any of the Terrorism Laws, such Credit Party will notify Administrative Agent and (ii) upon the request of any Subsidiary of Lender, such Credit Party will provide any information such Lender believes is reasonably necessary to be delivered to comply with the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; andPatriot Act;
(mq) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent;
(r) concurrently with the delivery of all reports, orstatements and other information delivered pursuant to the First Lien Credit Agreement, through copies of such reports, statements and other information, except to the extent that such information has already been delivered to the Administrative Agent and the Lenders in accordance with the terms hereof; and
(s) concurrent notice of and a copy of each amendment (or proposed amendment) to the First Lien Credit Agreement, regardless of whether such amendment is permitted under the Intercreditor Agreement without the consent of the Administrative Agent and/or the Lenders. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto. The annual reports, proxies, financial statements or other communications required by Section 6.2(b) above shall be deemed to have been delivered on the date on which Borrower posts such reports on Borrower’s website on the Internet at the website address listed on Schedule 10.2 hereof or when such report is posted on the Securities and Exchange Commission’s website at xxx.xxx.xxx; provided that Borrower shall notify Administrative Agent of the posting of any such new material. Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports and communications referred to in Section 6.2(b), and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such reports and communications.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Kratos Defense & Security Solutions, Inc.)
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and the Requisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 6.1(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(c) promptly after request by Administrative Agent or any BankLender, 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 Borrower by independent accountants in connection with the accounts or books of the Company Borrower 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 CompanyBorrower, and copies of all annual, regular, periodic and special reports and registration statements which the Company 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;
(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 Borrower Party, an adverse determination of its Subsidiaries which may reasonably be expected to could cause a Material Adverse Effect, or in which injunctive relief or similar relief is sought, which relief, if granted, would have a Material Adverse Effect;
(hg) 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;
(ih) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(ji) promptly, notice of any announcement by any rating agency of any change or possible material change in the Debt Rating accounting policies or financial reporting practices by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company Borrower or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(mj) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the Required Banksoccurrence referred to therein and stating what action Borrower has taken and proposes to take with respect thereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to the Administrative Agent for distribution to each of the Banks in form and detail reasonably satisfactory to the AgentLender:
(a) concurrently with no later than the date required for 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(a5.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower;
(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;
(db) 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 (i) all annual, regular, periodic and special reports and registration statements reports, which the Company Borrower may file or be required to file in connection with the Securities IPO and Exchange Commission Split-off with the SEC under Sections 13 or 15(d) of the Securities Exchange Act of 19341934 and (ii) registration statements, which the Borrower may file or be required to file in connection with the IPO and Split-Off with the SEC, and not otherwise required to be delivered to the Administrative Agent pursuant heretohereto (it being understood that the filing of such reports and registration statements with the SEC shall constitute compliance with this Section 5.02(b));
(c) [reserved]:
(d) promptly after the Borrower’s obtaining knowledge of the occurrence thereof, notice of the commencement of, or any material development in, any litigation or inquiry by any Governmental Authority, or the receipt of a notice of an Environmental Liability affecting any Group Member that could reasonably be expected to have a Material Adverse Effect;
(e) promptly after the Borrower’s obtaining knowledge of the occurrence thereof, notice of any Default or Event of DefaultDefault specifying the nature thereof and what action the Borrower has taken, is taking or proposes to take with respect thereto;
(f) promptly after the Borrower obtaining knowledge of the occurrence thereof, notice of any material change in accounting policies other development that results in, or financial reporting practices by the Company or any of its Subsidiariescould reasonably be expected to have, a Material Adverse Effect;
(g) promptly after the commencement Borrower obtaining knowledge of the announcement thereof, notice of any litigation, investigation or proceeding affecting the Company announcement by any of its Subsidiaries which may reasonably be expected to have S&P, Xxxxx’x or Fitch, as applicable, of any change in a Material Adverse EffectDebt Rating;
(h) promptly after the occurrence thereof, notice of any Reportable Event with respect material amendment or other modification 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;Bank Term Loan Agreement; and
(i) (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 either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyrequest, such other data and information as from time to time may be reasonably requested by Agentthe Administrative Agent or any Lender through the Administrative Agent and (ii) prior to the making thereof, or, through Agent by notice of any voluntary or mandatory prepayment of principal to be made under the Required BanksBank Term Loan.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to Administrative Agent and the AgentRequired Lenders, with sufficient copies for each Lender:
(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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer the chief executive officer, chief financial officer, treasurer or controller of the CompanyBorrower and Holdings and a reconciliation of intercompany transactions between Holdings and Borrower and Borrower’s Subsidiaries;
(cb) promptly after any request by the Administrative Agent or any BankLender, 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 Holdings or Borrower by independent accountants in connection with the accounts or books of the Company Holdings or any of its Material Subsidiaries, or any audit of any of them;
(dc) promptly after the same are availablerequest by Administrative Agent or any Lender, 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 any annual, regular, periodic and special reports and registration statements which the Company Holdings may file or be required to file with the Securities and Exchange Commission SEC under Sections 13 or 15(d) of the Securities Exchange Act of 1934Act;
(d) promptly, and not otherwise required to be delivered to Agent pursuant heretoin any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof;
(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 any Loan Party or any of its Subsidiaries;
(g) promptly after the commencement thereof, notice of any litigation, investigation or proceeding affecting involving any Loan Party where the Company any of its Subsidiaries amount involved exceeds $7,500,000, or in which may injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have result in 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 PlanERISA Event;
(i) promptly after the occurrence thereof, notice of any matter or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect;
(j) promptlypromptly after the execution thereof, notice copies of any announcement by any rating agency of any change all amendments, waivers and supplemental indentures made with respect to the Senior Note Indentures or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance SubsidiarySenior Notes;
(k) the following certificates and other information:
(i) not later than 60 days promptly after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company Borrower or any of its Subsidiaries thereof, notice of any Person which engages in any material respect in an insurance business claim or (ii) any Subsidiary notice to the effect that Borrower of the Company or any of its Subsidiaries becoming engaged is in default under any material respect in an insurance businessof its leases of real property; and
(ml) promptly, such other data and information as from time to time may be reasonably requested by Administrative Agent, or, through Administrative Agent or any Lender. Each notice pursuant to clauses (d) through (i) and (k) of this Section 6.02 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each 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. Notwithstanding anything contained herein, in every instance the Required BanksBorrower shall be required to provide paper copies of the Compliance Certificates required by Section 6.02(a) to the Administrative Agent. Except for such Compliance Certificates, 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 Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform that is not designated “Public Side Information.”
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the AgentAdministrative Agent and Requisite Lenders, with sufficient copies for each Lender:
(a) concurrently with the delivery of the financial statements referred to in Section 6.1(a6.01(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 under the financial covenants set forth herein 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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the Company;
(c) concurrently with the delivery of the financial statements referred to in Section 6.01(a), (i) a consolidating balance sheet and income statement for such year (which need not be audited) and, in the case of such income statement, setting forth in comparative form the figures for the previous fiscal year, and (ii) a budget for the next succeeding fiscal year;
(d) promptly after request by Administrative Agent or any BankLender, 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 SubsidiariesSubsidiary, or any audit of any of them;
(de) 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 Administrative Agent pursuant hereto;
(ef) promptly after the occurrence thereof, notice of any Default or Event of Default;
(fg) notice of any material change in accounting policies or financial reporting practices by the Company or any of its SubsidiariesSubsidiary;
(gh) promptly after the commencement thereof, notice of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) any breach or non-performance of, or any default under, a Contractual Obligation of Company or any Subsidiary; (ii) any dispute, litigation, investigation investigation, proceeding or suspension between Company or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Company or any Subsidiary; including pursuant to any applicable Environmental Laws;
(i) notice of the Company occurrence of any of its Subsidiaries the following events affecting Company or any ERISA Affiliate (but in no event more than 10 days after such event becomes known to an officer of Company or any Subsidiary), and deliver to Administrative Agent and each Lender a copy of any notice with respect to such event that is filed with a Governmental Authority and any notice delivered by a Governmental Authority to Borrower or any ERISA Affiliate with respect to such event:
(i) an ERISA Event;
(ii) a material increase in the Unfunded Pension Liability of any Pension Plan;
(iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by Company or any ERISA Affiliate resulting in a material contribution obligation; or
(iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability; and
(j) notice upon, but in no event later than 15 days after, any officer of Company or any Subsidiary becoming aware of (i) any and all enforcement, investigation, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Company or any Subsidiary or any of their respective properties pursuant to any applicable Environmental Laws which may could reasonably be expected to have a Material Adverse Effect;, (ii) all other material Environmental Claims, and (iii) any environmental or similar condition on any real property adjoining or in the vicinity of the property of Company or any Subsidiary that could reasonably be anticipated to cause such property of Company or such Subsidiary or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use of such property under any Environmental Laws.
(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;
(ik) promptly after the occurrence thereof, notice of any Material Adverse Effect;
(j) promptly, ; and Each notice of any announcement by any rating agency of any change or possible change in the Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued pursuant to this Section 6.02 shall be accompanied by a Governmental Authority statement of a Responsible Officer of Company setting forth details of the occurrence referred to therein and stating what action Company has taken and proposes to take with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material Subsidiaries; and
(iv) promptly upon the receipt of such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptly, such other data and information as from time to time may be reasonably requested by Agent, or, through Agent by the Required Banksthereto.
Appears in 1 contract
Certificates, Notices and Other Information. The Company shall deliver (a) Deliver to each of the Banks Administrative Agent in form and detail reasonably satisfactory to the Administrative Agent:
(ab) concurrently with No later than the date required for 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(a6.01(a) and (b), a duly completed Compliance Certificate signed by a Responsible Officer of the CompanyBorrower and Comcast;
(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 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 either the Company Borrower or NBCUniversal Media 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 the Administrative Agent pursuant heretohereto (and the Administrative Agent promptly will provide copies to each of the Lenders);
(ed) promptly Promptly after the Borrower’s obtaining knowledge of the occurrence thereof, notice of any Default, Event of Default or Guarantor Event of DefaultDefault specifying the nature thereof and what action the Borrower or such Guarantor, as applicable, has taken, is taking or proposes to take with respect thereto;
(fe) notice Promptly after Borrower obtaining knowledge 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 ERISA Event with respect that could reasonably be expected to any Plan or result in a material liability to 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 PlanBorrower and its Subsidiaries taken as a whole;
(if) promptly Promptly after the occurrence thereof, notice Borrower obtaining knowledge of any Material Adverse Effect;
(j) promptlyan announcement having been made by the applicable agency, notice of any announcement by any rating agency Xxxxx’x or S&P of any change or possible change in the a Debt Rating by either Rating Agency or in the "financial strength" rating by either Rating Agency of any Material Insurance Subsidiary;
(k) the following certificates and other information:
(i) not later than 60 days after received, a copy of any final financial examination reports or market conduct examination reports issued by a Governmental Authority with respect to any Material Insurance Subsidiary of the Company (and the Company, should it at any time engage or become involved in the business of insurance), relating Administrative Agent promptly will provide notice to the insurance business of each Material Insurance Subsidiary or, if applicable, the Company (when, and if, prepared) and of any and all interim reports;provided that such Material Insurance Subsidiary or, if applicable, the Company shall not have to deliver any interim report hereunder if (A) the items described in such report could not reasonably have a Material Adverse Effect or (B) a final report is issued and delivered to the Agent within 90 days of such interim report;
(ii) within two Business Days of the receipt of such notice, notice of the actual suspension, termination or revocation of any material license of the Company or any of its Material Subsidiaries by any Governmental Authority or notice from any Governmental Authority notifying the Company or any of its Material Subsidiaries of a hearing relating to such a suspension, termination or revocation, including any request by a Governmental Authority which commits the Company or any of its Material Subsidiaries to take, or refrain from taking, any action or which otherwise materially and adversely affects the authority of the Company or any of its Material Subsidiaries to conduct its business;
(iii) within two Business Days of the receipt of such notice, notice of any material pending or threatened investigation or regulatory proceeding (other than routine periodic investigations or reviews or routine market conduct reviews) by any Governmental Authority concerning the business practices or operations of the Company or any of its Material SubsidiariesLenders); and
(ivg) promptly upon the receipt of Promptly after such notice, notice of any actual material changes in the Insurance Code governing the investment or dividend practices of insurance companies domiciled in any of the states in which any Insurance Subsidiary is domiciled;
(l) promptly upon occurrence, notice of (i) the acquisition by the Company or any of its Subsidiaries of any Person which engages in any material respect in an insurance business or (ii) any Subsidiary of the Company or any of its Subsidiaries becoming engaged in any material respect in an insurance business; and
(m) promptlyrequest, such other data and information as from time to time may be reasonably requested by the Administrative Agent or any Lender through the Administrative Agent, or, through Agent by the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Comcast Corp)
