Certificates; Reports; Other Information. (a) Borrower shall deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), concurrently with the delivery of any financial statements pursuant to Section 5.1, a Compliance Certificate executed by a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written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower, access and monitoring rights with respect to each Deposit Account (including, without limitation, for the avoidance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written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower) and to each Lender (solely to the extent such Lender has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), copies of all notices and other material communications from or with the SEC or any other Official Body with respect to the SPAC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written notice to Borrower that it elects to receive material non-public information, and such notice has not been rescinded by Agent by written notice to the Borrower) and to each Lender (solely to the extent such Lender has delivered written notice to Borrower that such Lender elects to receive material non-public information, which notice has not been rescinded by such Lender in writing), copies of any correspondence with the lender of any PPP Loan, the U.S. Small Business Administration or any other applicable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, member or partner of any of the foregoing to make any payment on such PPP Loan and the forgiveness of all or any portion of such PPP Loan, any notice of investigation, request for information or similar communication regarding such PPP Loan, including the incurrence, use, forgiveness thereof); (e) Borrower shall deliver on a monthly basis, as soon as available, but in any event not later than forty-five (45) days after the end of each calendar month, beginning with the calendar month ending September 30, 2022, 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), key performance indicators, including details on paid pilots and the status of conversions; (f) Borrower shall make key members of management available to Agent upon Agent’s reasonable written request (which, for the avoidance of doubt, may be by electronic mail) to discuss the financial status and performance of Xxxxxxxx’s business; and (g) The Loan Parties shall promptly deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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), such additional information concerning any Loan Party, its business or its operations as Agent may from time to time reasonably request.
Appears in 1 contract
Certificates; Reports; Other Information. (a) Borrower shall deliver Furnish or cause to be furnished to the Administrative Agent and to each Lender (solely to the extent such Xxxxxx 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;Lenders directly:
(b1) 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 Within ten (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 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, member or partner of any of the foregoing to make any payment on such PPP Loan and the forgiveness of all or any portion of such PPP Loan, any notice of investigation, request for information or similar communication regarding such PPP Loan, including the incurrence, use, forgiveness thereof);
(e) Borrower shall deliver on a monthly basis, as soon as available, but in any event not later than forty-five (4510) days after following the end of each calendar month, beginning with as of the close of business of the Company on the last Business Day of the immediately preceding calendar month ending September 30, 2022, to Agent (so long and at and as of such other times as the Administrative Agent has delivered written notice to Borrower that it elects to receive material non-public informationmay reasonably request, 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), key performance indicators, including details on paid pilots and the status of conversionsa Borrowing Base Report;
(f2) Borrower shall make key members Promptly after sending, filing or publishing the same, copies of management available all proxy statements, financial statements and reports which the Company or the Parent sends to its public stockholders and copies of all regular and periodic reports and all registration statements which the Company or the Parent files with the Securities and Exchange Commission and copies of all press releases issued by the Parent;
(3) Within thirty (30) days after the close of each of its fiscal years, a monthly budget for the current fiscal year, in form and detail reasonably satisfactory to the Administrative Agent upon Agent’s reasonable written and the Lenders and showing separately the operation of the Canadian Subsidiaries, the U.K. Subsidiaries and the United States domestic Subsidiaries of the Parent;
(4) No later than thirty (30) days prior to executing or committing to execute any CTP Assets Disposition Agreement, notice of intention of the Parent, the Company or any of the other Subsidiaries of the Company to take such action, accompanied by a copy of such CTP Assets Disposition Agreement and such information concerning the same as the Administrative Agent may reasonably request (whichit being acknowledged and agreed by the Company and the Parent that they will not nor will they permit any Subsidiary to enter into any CTP Assets Disposition Agreement unless the same is an Approved CTP Assets Disposition Agreement);
(5) No later than thirty (30) days prior to the implementation thereof, for notice of the avoidance intention of doubtthe Company to or any of its Affiliates to enter into a CTP Program (other than the CTP Programs under the County Bank Agreement and the First Delaware Bank Agreement), accompanied by such information concerning the same as the Administrative Agent may reasonably request;
(6) Not less than three Business Days’ prior to the funding of any intercompany Indebtedness among any of the Parent, the Company and other Subsidiaries of the Parent which Indebtedness has not previously been evidenced by a promissory note endorsed in blank and delivered to the Administrative Agent as Company Collateral or Guarantor Collateral, notify the Administrative Agent in writing of such proposed funding (such writing to constitute a supplement to Schedule 3 of the Company Security Agreement or Guarantor Security Agreement, as applicable) and no later than the funding date therefor deliver a promissory note evidencing the same, duly executed by the obligor thereunder and endorsed in blank by the holder, to the Administrative Agent;
(7) Not less than three Business Days’ prior to the opening of any deposit account in the name of the Parent, the Company or any Guarantor Subsidiary not previously described on Schedule 4 of the Company Security Agreement or the Guarantor Security Agreement, as applicable, notify the Administrative Agent in writing (such writing to constitute a supplement to Schedule 4 of the Company Security Agreement or Guarantor Security Agreement, as applicable) such notification to include the name of the Person opening the account, the name of the institution with which such deposit account will be by electronic mail) opened and whether, in the case of deposit accounts to discuss be opened in the financial status and performance name of Xxxxxxxx’s businessthe Company, such deposit account is a Sweep Account; and
(g) The Loan Parties shall promptly deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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)8) Promptly, such additional financial and other information, including, without limitation, financial statements of the Parent, the Company and the other Subsidiaries of the Parent, and information concerning regarding the Company Collateral and the Guarantor Collateral as any Loan Party, its business or its operations as Agent 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.
Appears in 1 contract
Certificates; Reports; Other Information. (a) Borrower shall deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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 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, member or partner of any of the foregoing to make any payment on such PPP Loan and the forgiveness of all or any portion of such PPP Loan, any notice of investigation, request for information or similar communication regarding such PPP Loan, including the incurrence, use, forgiveness thereof);
(e) Borrower shall deliver on a monthly basis, as soon as available, but in any event not later than forty-five (45) days after the end of each calendar month, beginning with the calendar month ending September 30, 2022, 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), key performance indicators, including details on paid pilots and the status of conversions;
(f) Borrower shall make key members of management available to Agent upon Agent’s reasonable written request (which, for the avoidance of doubt, may be by electronic mail) to discuss the financial status and performance of Xxxxxxxx’s business; and
(g) The Loan Parties shall promptly deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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), such additional information concerning any Loan Party, its business or its operations as Agent may from time to time reasonably request.. Presto Credit Agreement 38
Appears in 1 contract
Certificates; Reports; Other Information. (a) Borrower shall deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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 Certificate, with detailed backup calculations reasonably acceptable to Agent, 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 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, member or partner of any of the foregoing to make any payment on such PPP Loan and the forgiveness of all or any portion of such PPP Loan, any notice of investigation, request for information or similar communication regarding such PPP Loan, including the incurrence, use, forgiveness thereof);; Presto Credit Agreement 52
(e) Borrower shall deliver on a monthly basis, as soon as available, but in any event not later than forty-five (45) days after the end of each calendar month, beginning with the calendar month ending September 30, 2022, 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), key performance indicators, including details on paid pilots and the status of conversions[Reserved];
(f) Borrower shall make key members of management available to Agent upon Agent’s reasonable written request (which, for the avoidance of doubt, may be by electronic mail) to discuss the financial status and performance of Xxxxxxxx’s business; and
(g) The Loan Parties shall promptly deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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), such additional information concerning any Loan Party, its business or its operations as Agent may from time to time reasonably request.
Appears in 1 contract
Certificates; Reports; Other Information. (a) Borrower shall deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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, member or partner of any of the foregoing to make any payment on such PPP Loan and the forgiveness of all or any portion of such PPP Loan, any notice of investigation, request for information or similar communication regarding such PPP Loan, including the incurrence, use, forgiveness thereof);;
(e) Borrower shall deliver on a monthly basis, as soon as available, but in any event not later than forty-five (45) days after the end of each calendar month, beginning with the calendar month ending September 30, 2022, 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), key performance indicators, including details on paid pilots and the status of conversions;
(f) Borrower shall make key members of management available to Agent upon Agent’s reasonable written request (which, for the avoidance of doubt, may be by electronic mail) to discuss the financial status and performance of Xxxxxxxx’s business; and
(g) The Loan Parties shall promptly deliver to Agent and to each Lender (solely to the extent such Xxxxxx 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), such additional information concerning any Loan Party, its business or its operations as Agent may from time to time reasonably request..
Appears in 1 contract
