Certificates; Reports; Other Information Sample Clauses
The "Certificates; Reports; Other Information" clause requires one party to provide specific documentation, reports, or data to the other party as stipulated in the agreement. This may include financial statements, compliance certificates, or other relevant records delivered on a regular schedule or upon request. The core function of this clause is to ensure transparency and ongoing communication, enabling the receiving party to monitor compliance and assess the other party’s performance or financial condition.
Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender:
(a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties;
(b) promptly after the receipt or furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount;
(c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and
(d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s E▇▇▇▇ system or a successor system related thereto.
Certificates; Reports; Other Information. Furnish to the Lender:
(a) (1) concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and (b), a Compliance Certificate (i) stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) [reserved], (iii) to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Registered IP issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery and (2) within five (5) Business Days after the end of each month, a Compliance Certificate containing all calculations necessary for determining compliance of the Borrower with the Financial Covenants in Section 7.20;
(b) promptly, and in any event no later than sixty (60) days after the beginning of the Borrower’s Fiscal Year, a projected operating budget and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at the end of the last month in each Fiscal Quarter) (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such Projections were prepared;
(c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loa...
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) reserved;
(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of all quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party;
(c) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;
(d) promptly, and in 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 investigatio...
Certificates; Reports; Other Information. Furnish or cause to be ---------------------------------------- furnished to the Administrative Agent and the Collateral Agent:
(1) No less frequently than monthly, within thirty (30) days after the last day of each calendar month unless otherwise requested in writing, reports in form and content satisfactory to the Administrative Agent containing the following information: (A) a Loan Purchase/Sale Schedule for such month; (B) a Delinquency Report for such month; (C) the Borrowing Base Schedule for such month; (D) with respect to each of the Tranche A Facility and the Tranche B Facility, a Position Report for such month; and (E) with respect to the Tranche A Facility, an investor commitment summary relating to the status of the Take-out Commitments and Hedging Arrangements;
(2) Promptly, such additional financial and other information, including, without limitation, financial statements of the Companies or any Approved Investor or Approved Repo Lender, and information regarding the Collateral as the Administrative Agent, the Collateral Agent or any Lender, through the Administrative Agent, may from time to time reasonably request;
(3) To the Administrative Agent upon request therefor after the occurrence and during the continuance of an Event of Default, the Additional Required Documents in connection with any Mortgage Loan or Warehousing Loan which has been funded with the proceeds of any Loan;
(4) To the Administrative Agent (to be forwarded by the Administrative Agent to each of the Lenders) a copy of any 8-K statement or S-3 registration statement filed by the Companies with the Securities and Exchange Commission as promptly as possible after such filing; and
(5) To the Administrative Agent upon request for a Tranche A Loan made with respect to any Warehousing Loan, (A) a copy of the warehousing loan agreement between the Companies and the applicable sub-borrower relating to such Warehousing Loan and, (B) upon request of the Majority Lenders, (i) a copy, certified by an Authorized Officer of the Companies, of all UCC-1 financing statements listing the applicable sub-borrower as debtor and the Companies as secured party, signed by the sub-borrower and covering any collateral being pledged under the applicable warehousing loan agreement, and (ii) UCC-3 Financing Statements listing the Companies as assignor and the Administrative Agent as assignee and assigning the right, title and interest of the Companies in the personal property which has been pledged ...
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:
(a) concurrently with the delivery of any financial statements pursuant to Section 6.1(a) and (b), a Compliance Certificate (i) stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) containing all information and calculations necessary for determining compliance by the Loan Parties with the provisions of this Agreement referred to therein as of the last day of the month, Fiscal Quarter or Fiscal Year of the Borrower, as the case may be (including with respect to any information and/or calculation of the Financial Condition Covenants (or any component thereof), (iii) to the extent not previously disclosed to the Lenders, a description of any change in the jurisdiction of organization of any Loan Party and (iv) with respect to any delivery of any financial statements pursuant to Section 6.1(a) and (b), containing all information and calculations necessary for determining compliance with Section 7.7 of this Agreement (which information and calculation shall be in a form substantially consistent with Exhibit B);
(b) as soon as available, and in any event no later than thirty (30) days after the end of each Fiscal Year of the Borrower, a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each Fiscal Quarter of such Fiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with respect to such Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrec...
Certificates; Reports; Other Information. The Borrower Parties shall furnish or cause to be furnished to the Administrative Agent, the Issuing Lender and each of the Lenders directly:
(1) From time to time upon reasonable request by the Administrative Agent, a rent roll, tenant sales report and income statement with respect to any Project;
(2) As soon as practicable and in any event by January 1st of each calendar year, (i) a report in form and substance reasonably satisfactory to the Administrative Agent outlining all insurance coverage maintained as of the date of such report by the Borrower Parties and the Macerich Core Entities and the duration of such coverage and (ii) evidence that all premiums with respect to such coverage have been paid when due.
(3) Promptly, such additional financial and other information, including, without limitation, information regarding the Borrower Parties, the Macerich Core Entities, any of such entities’ assets and Properties and the Wilmorite Acquisition as Administrative Agent or any Lender may from time to time reasonably request, including, without limitation, such information as is necessary for any Lender to participate out any of its interests in the Obligations.
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the Administrative Agent and such relevant Lender):
(a) [reserved];
(b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer stating (t) to the best of such Responsible Officer’s knowledge, whether a Default or Event of Default has occurred, and if a Default or Events of Default has occurred, specifying the details thereof any action taken or proposed to be taken with respect thereto, (u) reasonably detailed information and calculations demonstrating compliance with the covenants set forth in Section 7.1 as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be, (v) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party since the date of the most recent report delivered pursuant to this clause (v) (or, in the case of the first such report so delivered, since the Closing Date), (w) calculations or statements evidencing the average balance of the aggregate amount of unrestricted cash held in accounts owned or maintained by Group Members (broken out by Group Member) in non-U.S. banking institutions for the prior fiscal quarter or year, as the case may be, (x) a calculation as to the (1) consolidated total assets and (2) consolidated total revenues held by each Excluded Foreign Subsidiary as of such date (in each case as determined in accordance with GAAP), (y) a completed “Covenant Support and KPIs” worksheet; and (z) solely in connection with delivery of any financial statements pursuant to Section 6.1(a), to the extent not previously delivered in such fiscal year, current insurance certificates and to the extent not previously disclosed to the Administrative Agent, a list of any Intellectual Property issued to, applied for or acquired by any Loan Party during such fiscal year.
(c) as soon as available, and in any event no later than sixty (60) days after the end of each fiscal year of the Borrower and concurrently with any updates thereto, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Group Members as of the end of each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and ...
Certificates; Reports; Other Information. (a) Borrower shall deliver to Agent and to each Lender (solely to the extent such ▇▇▇▇▇▇ has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), concurrently with the delivery of any financial statements pursuant to Section 5.1, a Compliance Certificate executed by a Responsible Officer of each Loan Party for the period ending as of the last day of the calendar month or Fiscal Year of the Loan Parties, as the case may be;
(b) The Agent shall be provided, so long as the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, access and monitoring rights with respect to each Deposit Account (including, without limitation, for the avoidance of doubt, each Excluded Deposit Account) of a Loan Party;
(c) The Loan Parties shall promptly (and in any event within three (3) Business Days following receipt thereof), deliver to Agent (so long as the Agent has delivered written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower) and to each Lender (solely to the extent such Lender has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), copies of all notices and other material communications from or with the SEC or any other Official Body with respect to the SPAC Transaction;
(d) The Loan Parties shall promptly upon receipt or delivery thereof deliver to Agent (so long as the Agent has delivered written notice to Borrower that it elects to receive material Presto Credit Agreement 51 non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower) and to each Lender (solely to the extent such Lender has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), copies of any correspondence with the lender of any PPP Loan, the U.S. Small Business Administration or any other applicable Official Body with respect to such PPP Loan (including any notices of defaults thereunder, any requirement of Loan Party or any affiliate or any shareholder...
Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender):
Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (f), to the relevant Lender):