Delivery of Financial and Other Information. The Issuer will, and will cause each Guarantor to, maintain a system of accounting established and administered in accordance with IFRS (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer shall deliver or cause to be delivered to each Holder the following: (a) Within one hundred twenty (120) days after the end of each Fiscal Year, an unqualified audit report certified by an independent registered public accounting firm, prepared in accordance with IFRS, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets of the Issuer and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be accompanied by customary management’s discussion and analysis; (b) Within sixty (60) days after the end of each Fiscal Quarter an unaudited consolidated and consolidating balance sheet of the Issuer and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRS, all of which shall be accompanied by a customary management’s discussion and analysis and certified by an authorized officer of the Issuer as fairly presenting, in all material respects, the financial position of the Issuer and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein. (c) As soon as available and in any event within sixty (60) days after the end of each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year of the Issuer (beginning with the Fiscal Quarter ending June 30, 2022), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDA. (d) Promptly upon receipt by the Issuer or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Party by any creditor or lessor to whom the Issuer or any Subsidiary has material debt or other obligations. (e) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith. (f) Promptly, and in any event within five (5) Business Days after receipt thereof by the Issuer or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 the Issuer or any Subsidiary. (g) Promptly, a notice in writing upon becoming aware of any development or other information outside the ordinary course of business of the Issuer or any Subsidiary which could reasonably be expected to have a Material Adverse Effect. (h) Promptly, and in any event within five (5) Business Days after the Issuer or any other Note Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of the curative action that the Issuer proposes to take with respect thereto. (i) Promptly upon obtaining knowledge thereof, written notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification. (i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request. (k) Notwithstanding the foregoing, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission. (l) Promptly upon request, information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws. (m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder may from time to time reasonably request in writing.
Appears in 2 contracts
Samples: Note Purchase Agreement (Bioceres Crop Solutions Corp.), Note Purchase Agreement (Bioceres Crop Solutions Corp.)
Delivery of Financial and Other Information. The Issuer will, and will cause each Guarantor to, maintain a system of accounting established and administered in accordance with IFRS (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Company shall deliver or cause to be delivered to the Collateral Agent and each Holder the following:
(a) Within one hundred twenty (120) days after the end close of each Fiscal Yearfiscal year of the Company (or, for so long as the Company or any Subsidiary is required to file reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, such longer period as the Company shall have in which to file its Form 10-K), an unqualified audit report certified by an independent registered certified public accounting firmaccountants selected by Company and reasonably acceptable to the Required Holders, prepared in accordance with IFRSGAAP, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets sheet of the Issuer Company and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in shareholders’ equity retained earnings and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary any management letter prepared by said accountants and a narrative report containing management’s discussion and analysis;analysis of the financial position and financial performance for such fiscal year in reasonable form and detail.
(b) Within sixty [Reserved.]
(60c) For each month that is also the end of a fiscal quarter of the Company or the end of a fiscal year of the Company, within forty-five (45) days after the end of each Fiscal Quarter the Company’s fiscal quarter (or, for so long as the Company or any Subsidiary is required to file reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, such longer period as the Company shall have in which to file its Form 10-Q), an unaudited consolidated and consolidating balance sheet of the Issuer Company and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operationsincome, changes in shareholders’ equity retained earnings and cash flows for such Fiscal Quarter fiscal quarter, and for the portion of the Fiscal Year Company’s fiscal year ended at the end of such fiscal quarter (but excluding any fiscal quarters ending prior to the Closing Date), and commencing with the fiscal quarter ending June 30, 2022, setting forth in each case in comparative form, the figures for the corresponding fiscal quarter and the corresponding portion of the Company’s previous Fiscal QuarterYear, in reasonable detail and reasonably satisfactory in form to the Required Holders and all prepared in accordance with IFRS, all GAAP (subject to year-end adjustments and absence of which shall be accompanied footnotes) and certified by an officer of the Company and a customary narrative report containing management’s discussion and analysis and certified by an authorized officer of the Issuer as fairly presenting, in all material respects, the financial position of the Issuer and its Subsidiaries, as of the respective dates thereof, financial performance for such fiscal quarter in reasonable form and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein.
(c) As soon as available and in any event within sixty (60) days after the end of each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year of the Issuer (beginning with the Fiscal Quarter ending June 30, 2022), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDAdetail.
(d) Promptly and in any event no later than five (5) Business Days after the filing thereof, copies of the annual federal and state income Tax Returns (and any requests for extension with respect thereto) of the Company and each of its Subsidiaries for the immediately preceding year and, if requested by the Required Holders, copies of all material reports filed with any federal, state or local Governmental Authority.
(e) Promptly upon receipt by the Issuer any Loan Party or any Subsidiary, written notice of any material default which has not been waived delinquency or cureddefault, given to any such Note Party Person by any other creditor for any payables or lessor to whom other obligations of the Issuer Company or any Subsidiary has material debt in excess of $50,000 individually or other obligations$150,000 in the aggregate.
(ef) Promptly upon obtaining knowledge thereof, written notice of (i) any actual default under or threatened actiontermination of any Material Contract and (ii) any claim, proceedinglitigation, procedure, arbitration, investigation suit or litigation claiming in excess of $1,000,000, in the aggregate, from the Issuer administrative proceeding affecting any Loan Party or any Subsidiary, whether or seeking injunctive relief against Issuer not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any Subsidiary, such case affects the Collateral or which could would reasonably be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith.
(fg) PromptlyIf the Company or any Subsidiary shall be required to file reports with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, promptly upon its becoming available, one copy of each financial statement, report, notice or proxy statement sent by any such Person to stockholders generally, and, a copy of each annual, periodic or current report filed by any such Person with the Commission pursuant to such Sections, and any registration statement, or prospectus in respect thereof, filed by any such Person with any securities exchange or with federal or state securities and exchange commissions or any successor agency; provided, however, that (i) nothing in this Section 8.1(g) shall require the Company or any of its Subsidiaries to make any filing under the Securities Act or the Exchange Act which the Company or its Subsidiaries are not otherwise obligated to make and (ii) the obligations in this Section 8.1(g) and in Sections 8.1(a) and (c) may be satisfied if such information is publicly available on the SEC’s XXXXX website (or any replacement thereof).
(h) Promptly and in any event within seven (7) Business Days after receipt by any Loan Party or any Subsidiary, notice of any payment default, oral or written, given to such Loan Party or such Subsidiary by any lessor in connection with any lease by such Loan Party or such Subsidiary of real property.
(i) Promptly and in any event within seven (7) Business Days following receipt by any Loan Party or any Subsidiary, written notice of any adverse ruling by any Governmental Authority with respect to any Intellectual Property of any Loan Party or any Subsidiary.
(j) As soon as possible and in any event within five (5) Business Days days after the receipt by any Loan Party from any Governmental Authority or filing or receipt thereof by any Loan Party, provide to the Issuer Collateral Agent (i) any citation, notice of violation or order to show cause issued by such Governmental Authority with respect to any SubsidiaryLoan Party which is available to any Loan Party, provided that the delivery thereof is not prohibited in each case which could reasonably be expected to have a Material Adverse Effect and (b) if applicable, a copy of any notice or application by any Requirement Loan Party requesting authority to or notifying any Governmental Authority of Law, copies of each notice or other correspondence received from the SEC (or comparable agency in its intent to cease using 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 the Issuer or any SubsidiarySpecified License.
(gk) PromptlyAs soon as possible and in any event within five days after the receipt thereof by any Loan Party, a such Loan Party will give the Collateral Agent notice in writing upon becoming aware of any development lapse, termination or relinquishment of any Specified License, other license, permit or other information outside the ordinary course of business of the Issuer authorization from any Governmental Authority held by such Loan Party or any Subsidiary failure of such Governmental Authority to renew or extend any such Specified License, other license, permit or other authorization for the usual period thereof and of any complaint or other matter filed with or communicated to such Governmental Authority, of which any Loan Party has knowledge and in any such case which could reasonably be expected to have a Material Adverse Effect.
(hl) PromptlyAs soon as available, and but in any event within five no later than thirty (530) Business Days days after the Issuer or any other Note Party becomes aware beginning of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement each fiscal quarter of the curative action that Company, the Issuer proposes to take with respect thereto.
Company shall deliver a Budget and Compliance Certificate attaching (i) Promptly upon obtaining knowledge thereofa Budget for the next four fiscal quarter period beginning on such fiscal quarter, written notice of any change in the information provided in the Beneficial Ownership Certification delivered form and substance reasonably satisfactory to the Collateral Agent or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification.
(i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; and Required Holders, (ii) with reasonable promptness, copies a description of (A) each Schedule B (Actuarial Information) the underlying assumptions applicable to such Budget and the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; principal assumptions on which such Budget is based and (Ciii) copies an updated Schedule 6.25 updated as of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.
(k) Notwithstanding the foregoing, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission.
(l) Promptly upon request, information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering lawsdate.
(m) Promptly upon request, additional Such other information regarding (including non-financial information) as the business, financial Collateral Agent or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder may from time to time reasonably request in writingrequest.
Appears in 2 contracts
Samples: Note Purchase Agreement (KonaTel, Inc.), Note Purchase Agreement (KonaTel, Inc.)
Delivery of Financial and Other Information. The Issuer will, and will cause each Guarantor to, maintain a system of accounting established and administered in accordance with IFRS (including reflecting in its financial statements adequate accruals and appropriations Deliver to reserves). In addition, the Issuer shall deliver or cause to be delivered to each Holder the followingLender:
(a) Within one hundred twenty As soon as practicable and in any event within forty five (12045) days after the end of each Fiscal Yearfiscal quarter: (i) the Consolidated Reports of Condition and Income For A Bank With Domestic Offices Only (FFIEC 041) of each Subsidiary Bank, an unqualified audit report certified by an independent registered public accounting firm, prepared in accordance with IFRS, without qualifications (including any (x) “going concern” the President or like qualification or exception, (y) qualification or exception as to the scope Chief Financial Officer of such auditSubsidiary Bank; (ii) the Consolidated Financial Statements for Bank Holding Companies (FR Y-9C) of Borrower and its Consolidated Subsidiaries certified by the President or Chief Financial Officer of Borrower and each Subsidiary Holding Company, and each Subsidiary Bank, respectively; and (iii) the Parent Company Only Financial Statements for Large Bank Holding Companies (FR Y-9LP) for Borrower and each Subsidiary Holding Company, certified by the President or Chief Financial Officer of Borrower and each Subsidiary Holding Company, respectively.
(zb) qualification which relates to As soon as practicable and in any event within ninety (90) days after the treatment or classification end of any item each fiscal year of Borrower, consolidated statements of operations and whichstockholders’ equity of Borrower and its Consolidated Subsidiaries for such year, as a condition to the removal consolidated statements of cash flow of Borrower and its Consolidated Subsidiaries for such qualificationyear, would require an adjustment to such item) including and consolidated and consolidating balance sheets of the Issuer Borrower and its Consolidated Subsidiaries as of at the end of such Fiscal Year and year, setting forth in each case in comparative form corresponding figures from the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Yearpreceding fiscal year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and reported and accompanied by customary managementthe unqualified opinion of BKD, LLP or other independent certified public accountants selected by Borrower and acceptable to Lender together with (i) a certificate from such accountants to the effect that, in making the examination necessary for the signing of such annual audit report, such accountants have not become aware of any Default or Event of Default that has occurred or is continuing, or if such accountants have become aware of any such event, describing it and the steps, if any, being taken to cure it and (ii) the computations of such accountants evidencing Borrower’s discussion and analysiscompliance with the financial covenants contained in this Agreement;
(c) Contemporaneously with the delivery of the financial statements pursuant to Sections 5.03(a) and (b) Within sixty hereof and within thirty (6030) days after of the end of each Fiscal Quarter an unaudited consolidated and consolidating balance sheet of the Issuer and its Subsidiaries as of other calendar month which does not coincide with the end of such Fiscal Quarter a fiscal quarter, a certificate in substantially the form of that attached hereto and made a part hereof as Exhibit H (with appropriate insertions), executed by the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRS, all of which shall be accompanied by a customary management’s discussion and analysis and certified by an authorized principal financial officer of the Issuer as fairly presenting, in all material respects, the financial position of the Issuer and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein.Borrower;
(cd) As soon as available practicable and in any event within sixty forty five (6045) days after the end of each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year of the Issuer (beginning with the Fiscal Quarter ending June 30fiscal quarter, 2022), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDA.
(d) Promptly upon receipt by the Issuer or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Party by any creditor or lessor to whom the Issuer or Subsidiary Holding Company and/or any Subsidiary has material debt or other obligationsBank as Lender shall reasonably request.
(e) Promptly upon obtaining knowledge thereof, written notice of after filing with any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith.
(f) PromptlyRegulatory Agency, and in any event within five (5) Business Days days after receipt thereof by the Issuer or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Lawfiling thereof, copies of all financial statements, reports, filings and other documents which Borrower, any Subsidiary Holding Company and/or Subsidiary Bank shall file with any Regulatory Agency;
(f) On or before the thirtieth day of each notice calendar month following the end of each calendar quarter, and with respect to the immediately preceding calendar quarter, a written report of Borrower’s compliance with each requirement set forth in the MOU or other correspondence received from the SEC (or comparable agency Royal Palm MOU 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 the Issuer or any Subsidiary.a form and substance satisfactory to Lender in its reasonable discretion;
(g) PromptlyOn or before the thirtieth day of each calendar month following the end of each calendar quarter, and with respect to the immediately preceding calendar quarter, a notice written report of Borrower’s compliance with each requirement set forth in writing upon becoming aware of any development the Heartland Order or other information outside the ordinary course of business of the Issuer or any Subsidiary which could reasonably be expected Actual Order in a form and substance satisfactory to have a Material Adverse Effect.Lender in its reasonable discretion;
(h) PromptlyWithin five days of its occurrence, and in any event within five (5) Business Days after the Issuer or any other Note Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event any modification of, or condition amendment to, or of failure to comply with, the MOU, the Royal Palm MOU, the Heartland Order or the Actual Order in a form and a statement of the curative action that the Issuer proposes substance satisfactory to take with respect thereto.Lender in its reasonable discretion;
(i) Promptly upon obtaining knowledge thereofWithin five days of its occurrence, a written notice of any change default occurring after the date hereof on any loan made by Borrower, any Subsidiary Holding Company or any Subsidiary Bank with an outstanding principal amount in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent or the Holders on the Issue Date that would result excess of $1,000,000 in a change form and substance satisfactory to the list of beneficial owners identified Lender in such certification.its reasonable discretion;
(ij) Promptly upon On or before the occurrence twenty-first day of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; each calendar month, and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to the immediately preceding calendar month, a balance sheet and income statement prepared internally by Borrower, each Pension Plan as the Majority Holders shall reasonably requestSubsidiary Holding Company and Subsidiary Bank, respectively, in accordance with GAAP with respect to Borrower, each Subsidiary Holding Company and Subsidiary Bank in a form and substance satisfactory to Lender in its reasonable discretion; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.and
(k) Notwithstanding the foregoingWith reasonable promptness, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission.
(l) Promptly upon request, such other financial information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, data as any Holder Lender may from time to time reasonably request. Lender is hereby authorized to deliver a copy of any financial statement or other information made available by Borrower, any Subsidiary Holding Company and/or any Subsidiary Bank to any Regulatory Agency having jurisdiction over Lender, pursuant to any request in writingtherefore.
Appears in 1 contract
Delivery of Financial and Other Information. The Issuer will, and will cause each Guarantor to, maintain a system of accounting established and administered in accordance with IFRS (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Company shall deliver or cause to be delivered to the Collateral Agent and each Holder the following:following (it being acknowledged and agreed that the obligations listed in clause (a) and (b) below shall be deemed satisfied if the information required thereby is publicly available on the SEC’s XXXXX website (or any replacement thereof)):
(a) Within one hundred twenty (120) days after the end close of each Fiscal Yearfiscal year of the Company (commencing with the fiscal year ending March 31, 2023), an unqualified audit report certified by an independent registered certified public accounting firmaccountants selected by Company and reasonably acceptable to the Required Holders, prepared in accordance with IFRSGAAP, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets sheet of the Issuer Company and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in shareholders’ equity retained earnings and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary any management letter prepared by said accountants and a narrative report containing management’s discussion and analysis;analysis of the financial position and financial performance for such fiscal year in reasonable form and detail.
(b) Within sixty For each month that is also the end of a fiscal quarter of the Company or the end of a fiscal year of the Company, within forty-five (6045) days after the end of each Fiscal Quarter the Company’s fiscal quarter (commencing with the fiscal quarter ending December 31, 2022), an unaudited consolidated and consolidating balance sheet of the Issuer Company and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operationsincome, changes in shareholders’ equity retained earnings and cash flows for such Fiscal Quarter fiscal quarter, and for the portion of the Fiscal Year Company’s fiscal year ended at the end of such fiscal quarter (but excluding any fiscal quarters ending prior to the Initial Closing Date), and commencing with the fiscal quarter ending December 31, 2022, setting forth in each case in comparative form, the figures for the corresponding fiscal quarter and the corresponding portion of the Company’s previous Fiscal QuarterYear, in reasonable detail and reasonably satisfactory in form to the Required Holders and all prepared in accordance with IFRS, all GAAP (subject to year-end adjustments and absence of which shall be accompanied footnotes) and certified by an officer of the Company and a customary narrative report containing management’s discussion and analysis and certified by an authorized officer of the Issuer as fairly presenting, in all material respects, the financial position of the Issuer and its Subsidiaries, as of the respective dates thereof, financial performance for such fiscal quarter in reasonable form and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth thereindetail.
(c) As soon as available Promptly and in any event no later than five (5) Business Days after the filing thereof, copies of the annual federal and state income Tax Returns (and any requests for extension with respect thereto) of the Company and each of its Subsidiaries for the immediately preceding year and, if requested by the Required Holders, copies of all material reports filed with any federal, state or local Governmental Authority. 29
(d) Promptly and in any event no later than five (5) Business Days after receipt by any Loan Party or any Subsidiary, notice of any delinquency or default, given to any such Person by any other creditor for any payables or other obligations of the Company or any Subsidiary in excess of $150,000, individually or in the aggregate.
(e) Promptly and in any event no later than five (5) Business Days after obtaining knowledge thereof, written notice of (i) any default under or termination of any contract for a term of greater than one year or that involves the receipt or payment of $250,000 or more in any one year and (ii) any claim, litigation, suit or administrative proceeding affecting any Loan Party or any Subsidiary, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which would reasonably be expected to have a Material Adverse Effect.
(f) [Reserved].
(g) Promptly and in any event within sixty seven (607) days Business Days after the end receipt by any Loan Party or any Subsidiary, notice of each Fiscal Quarter any payment default, oral or one hundred twenty (120) days after the end written, given to such Loan Party or such Subsidiary by any lessor in connection with any lease by such Loan Party or such Subsidiary of each Fiscal Year of the Issuer (beginning with the Fiscal Quarter ending June 30, 2022), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDAreal property.
(dh) Promptly upon and in any event within one (1) Business Day following receipt by the Issuer any Loan Party or any Subsidiary, written notice of any material default which has not been waived or cured, given adverse ruling by any Governmental Authority with respect to any such Note Intellectual Property of any Loan Party by any creditor or lessor to whom the Issuer or any Subsidiary has material debt or other obligationsSubsidiary.
(ei) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith.
(f) Promptly, As soon as possible and in any event within five (5) Business Days days after the receipt by any Loan Party from any Governmental Authority or filing or receipt thereof by any Loan Party, provide to the Issuer Collateral Agent any citation, notice of violation or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 order to show cause issued by such agency regarding financial or other operational results of the Issuer or Governmental Authority with respect to any Subsidiary.
(g) PromptlyLoan Party which is available to any Loan Party, a notice in writing upon becoming aware of any development or other information outside the ordinary course of business of the Issuer or any Subsidiary each case which could reasonably be expected to have a Material Adverse Effect.
(hj) Promptly, As soon as possible and in any event within five (5) Business Days days after the Issuer or receipt thereof by any other Note Loan Party, such Loan Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of will give the curative action that the Issuer proposes to take with respect thereto.
(i) Promptly upon obtaining knowledge thereof, written Collateral Agent notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent lapse, termination or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification.
(i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence relinquishment of any ERISA Event license, permit or other than authorization from any ERISA Event Governmental Authority held by such Loan Party or any failure of such Governmental Authority to renew or extend any such license, permit or other authorization for the usual period thereof and of any complaint or other matter filed with or communicated to such Governmental Authority, of which any Loan Party has knowledge and in any such case which could not reasonably be expected to result in have a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.
(k) Notwithstanding As soon as available, but in any event no later than thirty (30) days after the foregoingclose of each fiscal year ending on or after the date hereof (or in the case of the fiscal year ending March 31, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d2024, no later than February 15, 2023) of the Exchange ActCompany, the reporting requirements contained Company shall deliver a Budget Certificate attaching (i) a Budget for the next four fiscal quarter period (or in Sections 8.1(a) the case of the fiscal year ending March 31, 2023, a Budget for the next eight fiscal quarter period ending March 31, 2025), in form and substance reasonably satisfactory to the Required Holders, and (bii) a description of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then underlying assumptions applicable to such Budget and the Issuer, all reports principal assumptions on Form 20-F and Form 6-K that the Issuer which such Budget is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commissionbased.
(l) Promptly upon requestSuch other information (including non-financial information, information and documentation reasonably requested but excluding any budgets other than as required by the preceding clause (k)) as the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder may from time to time reasonably request in writingrequest.
Appears in 1 contract
Samples: Note Purchase Agreement (Neptune Wellness Solutions Inc.)
Delivery of Financial and Other Information. The Issuer Borrower will, and will cause each Guarantor other Loan Party to, maintain a system of accounting established and administered in accordance with IFRS GAAP (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Borrower shall deliver or cause to be delivered to each Holder the Purchasers the following:
(a) Within one hundred twenty ninety (12090) days after the end close of each Fiscal Year, an unqualified audit report certified by an KPMG LLP or any other “Big 4” accounting firm or such other independent registered certified public accounting firmaccountants selected by the Borrower and reasonably acceptable to Collateral Agent, prepared in accordance with IFRSGAAP, without qualifications (including any (x) “going concern” " or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an a material adjustment to such item) including consolidated and consolidating balance sheets of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary management’s (i) any management letter prepared by said accountants, and (ii) a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Year; provided that if a management summary, discussion and analysis;analysis is included in any Annual Report on Form 10-K, such management summary, discussion and analysis included therein shall suffice for purposes of this Section 8.1(a).
(b) Within sixty forty-five (6045) days after the end close of each Fiscal Quarter beginning with September 30, 2017, an unaudited consolidated and consolidating balance sheet of the Issuer Borrower and its Subsidiaries and as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRSGAAP and setting forth in each case in comparative form, the figures for (i) the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year (as applicable), (ii) the immediately preceding Fiscal Quarter and (iii) the annual budget described in Section 8.1(h) for the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all of which shall be accompanied by a customary management’s discussion prepared in an actual-to-budget comparative format in relation to the applicable annual budget described in Section 8.1(h) hereof and analysis and shall be certified by an authorized officer of the Issuer Borrower as fairly presenting, in all material respects, the financial position of the Issuer Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein and accompanied by a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Quarter; provided that if a management summary, discussion and analysis is included in any Quarterly Report on Form 10-Q, such management summary, discussion and analysis included therein shall suffice for purposes of this Section 8.1(a).
(c) Within fifteen (15) days after the close of each calendar month beginning with December 31, 2017, (i) an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such month and for the portion of the Fiscal Year ended at the end of such month, prepared in accordance with GAAP and setting forth in each case in comparative form, the figures for (A) the corresponding month and the corresponding portion of the previous Fiscal Year (as applicable), (B) the immediately preceding month, and (C) the annual budget described in Section 8.1(g) for the corresponding month and the corresponding portion of the previous fiscal year, all of which shall be prepared in an actual-to-budget comparative format in relation to the applicable annual budget described in Section 8.1(g) hereof and shall be certified by an authorized officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein, (ii) an accounts payable aging report and an accounts receivable aging report, each in form and substance reasonably satisfactory to the Required Purchasers, (iii) a revenue report in form and substance reasonably satisfactory to the Required Purchasers and with no less detail than such report contained in the Borrower’s financial model delivered to the Purchasers prior to the Closing Date, which report shall include, (w) revenue, (x) deferred revenue, (y) bookings and (z) backlog and (iv) a report in form and substance reasonably satisfactory to the Required Purchasers detailing the transactions permitted by Section 9.9 between any Loan Party and Radisys India Private Limited under the transfer pricing policies.
(cd) Together with the financial statements required under Sections 8.1(a), Section 8.1(b), and Section 8.1(c), a Compliance Certificate signed by an authorized officer of the Borrower (i) evidencing the Loan Parties’ compliance with the financial covenants contained in Section 9.20 hereof, (ii) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto and (iii) solely with respect to the financial statements required under Sections 8.1(a) and 8.1(b), certifying that all material Taxes required to be paid in India and any locality therein have been paid on a timely basis for the preceding Fiscal Quarter or Fiscal Year, as applicable, in accordance with, and subject to the terms of, Section 8.5(a).
(e) By 3:00 p.m. (New York City time) on each Monday following the Closing Date, a Compliance Certificate signed by an authorized officer of the Borrower evidencing the Loan Parties’ compliance with the financial covenant contained in Section 9.20(a) hereof.
(f) Promptly upon receipt thereof, any reports (including, without limitation, any management letters and/or reports) submitted to the Borrower or any Subsidiary (other than reports previously delivered pursuant to Sections 8.1(a), 8.1(b) and 8.1(c) above) by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary.
(g) Promptly upon receipt or transmission thereof, and in any event no later than three (3) Business Days after the date of such receipt or transmission, provided that the delivery thereof is not prohibited by any Requirement of Law, copies of all communications to and from Governmental Authorities regarding notice of material enforcement proceedings, complaints, inspections, and related matters addressed to the Borrower or any Subsidiary.
(h) As soon as available and available, but in any event within sixty no later than (60i) days after the end January 31st of each Fiscal Quarter or one hundred twenty Year, (120x) days after consolidated capital and operating expense budgets, projections of sources and applications of funds, balance sheets and profit and loss projections, all for each month of the end applicable Fiscal Year, all itemized in detail (including itemization of provisions for officers’ compensation), together with any material revisions thereto, which such budgets and projections shall be certified by the chief financial officer of the Borrower and (y) a certificate, signed by the chief financial officer of the Borrower, certifying that the Borrower and its Subsidiaries, on a consolidated basis, are Solvent as of such date, which such certificate shall include supporting information and calculations acceptable to the Purchasers and (ii) July 31st of each Fiscal Year, consolidated capital and operating expense budgets, projections of sources and applications of funds, balance sheets and profit and loss projections, all for each month of each Fiscal Year for the forthcoming three (3) Fiscal Years, all itemized in detail (including itemization of provisions for officers’ compensation), together with any material revisions thereto, which such budgets and projections shall be certified by the chief financial officer of the Issuer (beginning with the Fiscal Quarter ending June 30, 2022), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDABorrower.
(di) Promptly after filing, copies of the annual federal and state income Tax Returns of the Borrower and each Subsidiary for the immediately preceding year, any filings with the SEC and, if requested by any Purchaser, copies of all reports filed with any federal, state or local Governmental Authority in the United States.
(j) Promptly upon receipt by the Issuer Borrower or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Loan Party by any creditor or lessor to whom the Issuer Borrower or any Subsidiary has material debt or other obligations.
(ek) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, 250,000 from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer Borrower or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, Effect and copies of any pleadings associated therewith.
(fl) As soon as available, copies of all statements, reports, press releases, and other documents relating to the financial condition of the Borrower, each Subsidiary and their respective business operations as required to be furnished to any lender of the Borrower or any Subsidiary.
(m) Promptly, and in any event within five (5) Business Days after receipt thereof by the Issuer Borrower or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, copies of each notice or other correspondence (other than correspondence that is solely administrative or procedural rather than substantive) 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 the Issuer Borrower or any Subsidiary (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC).
(n) Together with the financial statements required under Section 8.1(c), copies of any (i) board materials provided to the Board of the Borrower or any Subsidiary and (ii) monthly materials prepared for use by management of the Borrower or any Subsidiary., in each case, not yet delivered to the Purchasers; provided that the Purchasers may be denied access to any such materials, if and to the extent the Borrower reasonably and in good faith determines (x) such denial is reasonably necessary based on the reasonable advice of counsel to preserve attorney-client privilege, (y) there exists an actual or potential conflict of interest between the Purchasers, and the Borrower or its Subsidiaries, as applicable, or (z) based on the reasonable advice of counsel, such denial is required by Applicable Laws;
(go) PromptlyPromptly upon the filing or sending thereof, a notice and in writing upon becoming aware any event within three (3) Business Days after filing thereof, copies of all regular, periodic or special reports of any development Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form S-8); and copies of all proxy statements or other information outside the ordinary course of business of the Issuer or any Subsidiary which could reasonably be expected communications made to have a Material Adverse Effect.security holders generally;
(hp) Promptly, and in any event within five three (53) Business Days after receipt thereof by the Borrower or any Subsidiary notice of any “default” or “event of default” (and copies of any written notices thereof) pursuant to the terms of the ABL Credit Agreement, or other notices, amendments, waivers, consents or modifications (including borrowing notices, conversion notices, compliance certificates, borrowing base certificates and any other material notices in the ordinary course of business) required to be given under the ABL Credit Agreement, whether or not such notice or notification requirement has been waived by any party to such agreement;
(q) Promptly, and in any event within three (3) Business Days after the Issuer Borrower or any other Note Loan Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of the curative action that the Issuer Borrower proposes to take with respect thereto.;
(ir) Promptly upon obtaining knowledge thereofPromptly, written notice of and in any change event within one (1) Business Day after the Borrower or any other Loan Party delivers to the ABL Lender any documents, certificates, or other materials with respect to the Borrowing Base (as defined in the information provided ABL Credit Agreement) and as set forth in Sections 8.2 and 8.3 of the Beneficial Ownership Certification ABL Credit Agreement;
(s) To the extent not delivered to the Collateral Agent or the Holders on the Issue Date that would result in a change ABL Lender (and delivered as required to the list Purchasers in accordance with Section 8.1(r)), the items set forth on Schedule 8.1(r) within the timeframe specified therein. In addition, each Loan Party agrees to use commercially reasonable efforts in cooperation with the Purchasers to facility and implement a system of beneficial owners identified electronic collateral reporting in such certification.order to provide electronic reporting of each of the items set forth Schedule 8.1(r);
(it) Promptly upon Promptly, and any in any event within five (5) Business Days after its completion, disclose the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence terms and conditions of any ERISA Event other than any ERISA Event which could not reasonably transaction contemplated by Section 9.9(b) (provided that no separate disclosure pursuant to this clause (t) shall be expected to result in a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) required to the annual report extent such transaction and the terms thereof are already disclosed, or will be disclosed, in any filing (including in any Form 5500 Series8-K, proxy statement or other report) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates Loan Party with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably requestSEC); (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.or
(ku) Notwithstanding the foregoing, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(dSuch other information (including non-financial information) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission.
(l) Promptly upon request, information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder Purchaser may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.1(a), (b), (i), (j), (k), (m) or (o) (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; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Purchaser has access; provided that: (i) the Borrower shall deliver paper copies of such documents to any Purchaser upon its request in writingto the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Purchaser and (ii) other than with respect to reports and other documents filed or furnished with the SEC via the XXXXX system, the Borrower shall notify each Purchaser (by telecopier or electronic mail) of the posting of any such documents and provide electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Delivery of Financial and Other Information. The Issuer will, and will cause each Guarantor to, maintain a system of accounting established and administered in accordance with IFRS (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Company shall deliver or cause to be delivered to the Collateral Agent and each Holder the following:following (it being acknowledged and agreed that the obligations listed in clause (a) and (b) below shall be deemed satisfied if the information required thereby is publicly available on the SEC’s XXXXX website (or any replacement thereof)):
(a) Within one hundred twenty (120) days after the end close of each Fiscal Yearfiscal year of the Company (commencing with the fiscal year ending March 31, 2023), an unqualified audit report certified by an independent registered certified public accounting firmaccountants selected by Company and reasonably acceptable to the Required Holders, prepared in accordance with IFRSGAAP, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets sheet of the Issuer Company and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operationsincome, changes in shareholders’ equity retained earnings and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary any management letter prepared by said accountants and a narrative report containing management’s discussion and analysis;analysis of the financial position and financial performance for such fiscal year in reasonable form and detail.
(b) Within sixty For each month that is also the end of a fiscal quarter of the Company or the end of a fiscal year of the Company, within forty-five (6045) days after the end of each Fiscal Quarter the Company’s fiscal quarter (commencing with the fiscal quarter ending December 31, 2022), an unaudited consolidated and consolidating balance sheet of the Issuer Company and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operationsincome, changes in shareholders’ equity retained earnings and cash flows for such Fiscal Quarter fiscal quarter, and for the portion of the Fiscal Year Company’s fiscal year ended at the end of such fiscal quarter (but excluding any fiscal quarters ending prior to the Initial Closing Date), and commencing with the fiscal quarter ending December 31, 2022, setting forth in each case in comparative form, the figures for the corresponding fiscal quarter and the corresponding portion of the Company’s previous Fiscal QuarterYear, in reasonable detail and reasonably satisfactory in form to the Required Holders and all prepared in accordance with IFRS, all GAAP (subject to year-end adjustments and absence of which shall be accompanied footnotes) and certified by an officer of the Company and a customary narrative report containing management’s discussion and analysis and certified by an authorized officer of the Issuer as fairly presenting, in all material respects, the financial position of the Issuer and its Subsidiaries, as of the respective dates thereof, financial performance for such fiscal quarter in reasonable form and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth thereindetail.
(c) As soon as available Promptly and in any event within sixty no later than five (605) days Business Days after the end of each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year filing thereof, copies of the Issuer annual federal and state income Tax Returns (beginning and any requests for extension with the Fiscal Quarter ending June 30, 2022), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(vrespect thereto) of the definition Company and each of Consolidated EBITDAits Subsidiaries for the immediately preceding year and, if requested by the Required Holders, copies of all material reports filed with any federal, state or local Governmental Authority.
(d) Promptly upon and in any event no later than five (5) Business Days after receipt by any Loan Party or any Subsidiary, notice of any delinquency or default, given to any such Person by any other creditor for any payables or other obligations of the Issuer Company or any Subsidiary in excess of $150,000, individually or in the aggregate.
(e) Promptly and in any event no later than five (5) Business Days after obtaining knowledge thereof, written notice of (i) any default under or termination of any contract for a term of greater than one year or that involves the receipt or payment of $250,000 or more in any one year and (ii) any claim, litigation, suit or administrative proceeding affecting any Loan Party or any Subsidiary, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which would reasonably be expected to have a Material Adverse Effect.
(f) [Reserved].
(g) Promptly and in any event within seven (7) Business Days after receipt by any Loan Party or any Subsidiary, notice of any payment default, oral or written, given to such Loan Party or such Subsidiary by any lessor in connection with any lease by such Loan Party or such Subsidiary of real property.
(h) Promptly and in any event within one (1) Business Day following receipt by any Loan Party or any Subsidiary, written notice of any material default which has not been waived or cured, given adverse ruling by any Governmental Authority with respect to any such Note Intellectual Property of any Loan Party by any creditor or lessor to whom the Issuer or any Subsidiary has material debt or other obligationsSubsidiary.
(ei) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith.
(f) Promptly, As soon as possible and in any event within five (5) Business Days days after the receipt by any Loan Party from any Governmental Authority or filing or receipt thereof by any Loan Party, provide to the Issuer Collateral Agent any citation, notice of violation or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 order to show cause issued by such agency regarding financial or other operational results of the Issuer or Governmental Authority with respect to any Subsidiary.
(g) PromptlyLoan Party which is available to any Loan Party, a notice in writing upon becoming aware of any development or other information outside the ordinary course of business of the Issuer or any Subsidiary each case which could reasonably be expected to have a Material Adverse Effect.
(hj) Promptly, As soon as possible and in any event within five (5) Business Days days after the Issuer or receipt thereof by any other Note Loan Party, such Loan Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of will give the curative action that the Issuer proposes to take with respect thereto.
(i) Promptly upon obtaining knowledge thereof, written Collateral Agent notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent lapse, termination or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification.
(i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence relinquishment of any ERISA Event license, permit or other than authorization from any ERISA Event Governmental Authority held by such Loan Party or any failure of such Governmental Authority to renew or extend any such license, permit or other authorization for the usual period thereof and of any complaint or other matter filed with or communicated to such Governmental Authority, of which any Loan Party has knowledge and in any such case which could not reasonably be expected to result in have a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.
(k) Notwithstanding As soon as available, but in any event no later than thirty (30) days after the foregoingclose of each fiscal year ending on or after the date hereof (or in the case of the fiscal year ending March 31, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d2024, no later than February 15, 2023) of the Exchange ActCompany, the reporting requirements contained Company shall deliver a Budget Certificate attaching (i) a Budget for the next four fiscal quarter period (or in Sections 8.1(a) the case of the fiscal year ending March 31, 2023, a Budget for the next eight fiscal quarter period ending March 31, 2025), in form and substance reasonably satisfactory to the Required Holders, and (bii) a description of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then underlying assumptions applicable to such Budget and the Issuer, all reports principal assumptions on Form 20-F and Form 6-K that the Issuer which such Budget is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commissionbased.
(l) Promptly upon requestSuch other information (including non-financial information, information and documentation reasonably requested but excluding any budgets other than as required by the preceding clause (k)) as the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder may from time to time reasonably request in writingrequest.
Appears in 1 contract
Samples: Note Purchase Agreement (Neptune Wellness Solutions Inc.)
Delivery of Financial and Other Information. The Issuer Borrower will, and will cause each Guarantor other Loan Party to, maintain a system of accounting established and administered in accordance with IFRS GAAP (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Borrower shall deliver or cause to be delivered to each Holder the Purchasers the following:
(a) Within one hundred twenty ninety (12090) days after the end close of each Fiscal Year, an unqualified audit report certified by an Ernst & Young (including any of its international affiliated firms) or such other independent registered certified public accounting firmaccountants selected by the Borrower and reasonably acceptable to Collateral Agent, prepared in accordance with IFRSGAAP, without qualifications (including any (xA) “going concern” or like qualification or exception, (yB) qualification or exception as to the scope of such audit, or (zC) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary management’s discussion (i) any management letter prepared by said accountants, and analysis;(ii) a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Year.
(b) Within sixty forty five (6045) days after the end close of each Fiscal Quarter Quarter, an unaudited consolidated and consolidating balance sheet of the Issuer Borrower and its Subsidiaries and as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRSGAAP and setting forth in each case in comparative form, the figures for (i) the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year (as applicable), (ii) the immediately preceding Fiscal Quarter and (iii) the annual budget described in Section 8.1(g) for the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all of which shall be accompanied by a customary management’s discussion prepared in an actual-to-budget comparative format in relation to the applicable annual budget described in Section 8.1(g) hereof and analysis and shall be certified by an authorized officer of the Issuer Borrower as fairly presenting, in all material respects, the financial position of the Issuer Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein and accompanied by a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Quarter.
(c) Within (1) the dates noted in 9.20(d) for the months from October 2018 through and including December 2018, (2) within forty-five (45) days after the close of each month from January 2019 through and including March 2019, (3) thirty (30) days after the close of each calendar month from April through June 2019, and (4) fifteen (15) days after the close of each calendar month thereafter, (i) an unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such month and for the portion of the Fiscal Year ended at the end of such month, prepared in accordance with GAAP and setting forth in each case in comparative form, the figures for the immediately preceding month, all of which shall be certified by an authorized officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein, (ii) an accounts payable aging report and an accounts receivable aging report, each in form and substance reasonably satisfactory to the Required Purchasers, and (iii) a revenue report in form and substance reasonably satisfactory to the Required Purchasers and with no less detail than such report contained in the Borrower’s financial model delivered to the Purchasers prior to the Closing Date, which report shall include by business segment: (s) revenue and xxxxxxxx, (t) number of customers, (u) number of new customers added, (v) number of customers dropped, (w) churn (net and gross) and (x) the reporting spreadsheet in the form provided to Collateral Agent and attached hereto as Schedule 8.1(c). It is understood and agreed that such revenue report in the detail specified with items (s) through (w) shall not be required until periods after March 2019. The reporting spreadsheet in the form attached hereto as Schedule 8.1(c) shall be provided monthly to the Collateral Agent within ten (10) days after the beginning of each month.
(cd) Together with the financial statements required under Sections 8.1(a), Section 8.1(b), and Section 8.1(c), a Compliance Certificate signed by an authorized officer of the Borrower (i) evidencing the Loan Parties’ compliance with the financial covenants contained in Section 9.20 hereof and (ii) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.
(e) Promptly upon receipt thereof, any reports (including, without limitation, any management letters and/or reports) submitted to the Borrower or any Subsidiary (other than reports previously delivered pursuant to Sections 8.1(a), 8.1(b) and 8.1(c) above) by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary.
(f) Promptly upon receipt or transmission thereof, and in any event no later than two (2) Business Days after the date of such receipt or transmission, provided that the delivery thereof is not prohibited by any Requirement of Law, copies of all communications to and from Governmental Authorities regarding notice of material enforcement proceedings, complaints, inspections, and related matters addressed to the Borrower or any Subsidiary.
(g) As soon as available and available, but in any event within sixty no later than thirty (6030) days after prior to the end of the Fiscal Year, (i) consolidated capital and operating expense budgets, projections of sources and applications of funds, balance sheets and profit and loss projections, all for each month of the applicable Fiscal Quarter or one hundred twenty (120) days after the end of Year and for each Fiscal Year for the forthcoming three Fiscal Years, all itemized in detail (including itemization of provisions for officers’ compensation), together with any material revisions thereto, which such budgets and projections shall be certified by the chief financial officer of the Issuer Borrower, (beginning with ii) copies of valuations of the Fiscal Quarter ending June 30Borrower’s business, 2022)in form and substance (including as to scope and underlying assumptions) satisfactory to the Purchasers for the forthcoming fiscal year, and (iii) a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliancecertificate, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered signed by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) chief financial officer of the definition Borrower, certifying that the Borrower and its Subsidiaries, on a consolidated basis, are Solvent as of Consolidated EBITDAsuch date, which such certificate shall include supporting information and calculations acceptable to the Purchasers.
(dh) Promptly after filing, copies of the annual federal and state income Tax Returns of the Borrower and each Subsidiary for the immediately preceding year, any filings with the SEC and, if requested by any Purchaser, copies of all reports filed with any federal, state or local Governmental Authority.
(i) Promptly upon receipt by the Issuer Borrower or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Loan Party by any creditor or lessor to whom the Issuer Borrower or any Subsidiary has material debt or other obligations.
(ej) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, 100,000 from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer Borrower or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, Effect and copies of any pleadings associated therewith.
(fk) As soon as available, copies of all statements, reports, press releases, and other documents relating to the financial condition of the Borrower, each Subsidiary and their respective business operations as required to be furnished to any lender of the Borrower or any Subsidiary.
(l) Promptly, and in any event within five (5) Business Days after receipt thereof by the Issuer Borrower or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 the Issuer Borrower or any Subsidiary.
(gm) PromptlyTogether with the financial statements required under Section 8.1(c), a notice in writing upon becoming aware copies of any development or other information outside (i) board materials provided to the ordinary course of business Board of the Issuer Borrower or any Subsidiary which could and (ii) monthly materials prepared for use by management of the Borrower or any Subsidiary, in each case, not yet delivered to the Purchasers; provided that the Purchasers may be denied access to any such materials, if and to the extent the Borrower reasonably be expected and in good faith determines (x) such denial is reasonably necessary based on the reasonable advice of counsel to have a Material Adverse Effectpreserve attorney-client privilege, (y) there exists an actual or potential conflict of interest between the Purchasers, and the Borrower or its Subsidiaries, as applicable, or (z) based on the reasonable advice of counsel, such denial is required by Applicable Laws.
(hn) Promptly upon the filing or sending thereof, and in any event within three (3) Business Days after filing thereof, copies of all regular, periodic or special reports of any Loan Party filed with the SEC; copies of all registration statements of any Loan Party filed with the SEC (other than on Form F-8); and copies of all proxy statements or other communications made to security holders generally; provided that filing or furnishing of such report, registration statement, proxy statement or other communication with the SEC via the XXXXX system shall be deemed to be furnishing of the same to Purchasers.
(o) Promptly, and in any event within five one (51) Business Days Day after receipt thereof by the Borrower or any Subsidiary of notice of any “breach”, “default” or “event of default” (and copies of any written notices thereof) pursuant to the terms of the Convertible Note Agreement, or other notices, amendments, waivers, consents or modifications (including borrowing notices, conversion notices, compliance certificates, borrowing base certificates and any other material notices in the ordinary course of business) required to be given under the Convertible Note Agreement, whether or not such notice or notification requirement has been waived by any party to such agreement.
(p) Promptly, and in any event within one (1) Business Day after the Issuer Borrower or any other Note Loan Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of the curative action that the Issuer Borrower proposes to take with respect thereto.
(iq) Promptly upon obtaining knowledge thereofThe items set forth on Schedule 8.1(q) within the timeframe specified therein. In addition, written notice each Loan Party agrees to use commercially reasonable efforts in cooperation with the Purchasers to facility and implement a system or systems of any change electronic (as described on Schedule 8.1(q)) collateral reporting in order to provide electronic reporting of each of the information provided in the Beneficial Ownership Certification delivered items set forth Schedule 8.1(q).
(r) The Borrower shall deliver to the Collateral Agent or Agent, contemporaneously with the Holders on furnishing of a copy of each annual, quarterly and monthly report pursuant to paragraphs (a), (b) and (c) of Section 8.1 a reporting package, in form and substance acceptable to Collateral Agent, containing the Issue Date that would result in a change following information with respect to the list of beneficial owners identified in such certification.
Borrower and its Subsidiaries on a consolidated and consolidating basis: (i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; net working capital including days payable and receivable, and (ii) with reasonable promptnesscommencing April 2019, copies of (A) xxxxxxxx, bookings and backlog based ATR, ACV, TCV, and ARR measured quarterly; actual renewals vs. ATR for each Schedule B (Actuarial Information) category, and appropriate professional services metrics including utilization, EACs and ETCs. In addition, Borrower shall deliver to the annual report Collateral Agent, on a quarterly basis (Form 5500 Series) filed by at the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan same time as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating quarterly report pursuant to any Employee Benefit Plan as the Majority Holders shall reasonably request.
(k) Notwithstanding the foregoing, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and paragraph (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that Section 8.1), a schedule of all deals where total xxxxxxxx are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commissionlarger than ACV.
(ls) Promptly upon request, Such other information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti(including non-money laundering laws.
(mfinancial information) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder Purchaser may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.1(a), (b) or (g) (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; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Purchaser has access; provided that: (i) the Borrower shall deliver paper copies of such documents to any Purchaser upon its request in writingto the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Purchaser and (ii) the Borrower shall notify each Purchaser (by telecopier or electronic mail) of the posting of any such documents and provide electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Delivery of Financial and Other Information. The Issuer Borrower will, and will cause each Guarantor other Loan Party to, maintain a system of accounting established and administered in accordance with IFRS GAAP (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Borrower shall deliver or cause to be delivered to each Holder the Purchasers the following:
(a) Within one hundred twenty ninety (12090) days after the end close of each Fiscal Year, an unqualified audit report certified by an BDO USA, LLP or such other independent registered certified public accounting firmaccountants selected by the Borrower and reasonably acceptable to Collateral Agent, prepared in accordance with IFRSGAAP, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary management’s discussion (i) any management letter prepared by said accountants and analysis;(ii) a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Year.
(b) Within sixty forty-five (6045) days after the end close of each Fiscal Quarter beginning with June 30, 2017, an unaudited consolidated and consolidating balance sheet of the Issuer Borrower and its Subsidiaries and as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRSGAAP and setting forth in each case in comparative form, the figures for (i) the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year (as applicable), (ii) the immediately preceding Fiscal Quarter and (iii) the annual budget described in Section 8.1(g) for the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year, all of which shall be accompanied by a customary management’s discussion prepared in an actual-to-budget comparative format in relation to the applicable annual budget described in Section 8.1(g) hereof and analysis and shall be certified by an authorized officer of the Issuer Borrower as fairly presenting, in all material respects, the financial position of the Issuer Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein and accompanied by a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Quarter.
(c) Within thirty (30) days after the close of each calendar month beginning with June 30, 2017, (i) an unaudited consolidated balance sheet of the Borrower and its Subsidiaries and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for such month and for the portion of the Fiscal Year ended at the end of such month, prepared in accordance with GAAP and setting forth in each case in comparative form, the figures for (A) the corresponding month and the corresponding portion of the previous Fiscal Year (as applicable) (B) the immediately preceding month, and (C) the annual budget described in Section 8.1(g) for the corresponding month and the corresponding portion of the previous fiscal year, all of which shall be prepared in an actual-to-budget comparative format in relation to the applicable annual budget described in Section 8.1(g) hereof and shall be certified by an authorized officer of the Borrower as fairly presenting, in all material respects, the financial position of the Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein, (ii) an accounts payable aging report and an accounts receivable aging report, each in form and substance reasonably satisfactory to the Required Purchasers, (iii) a revenue report in form and substance reasonably satisfactory to the Required Purchasers and with no less detail than such report contained in the Borrower’s financial model delivered to the Purchasers prior to the Closing Date, which report shall include by business segment: (s) revenue, (t) number of subscribers, (u) number of new subscribers added, (v) number of subscribers dropped, (w) churn (net and gross), (x) number of new customers, (y) number of customers dropped and (z) the average selling price of hardware and software, and (iv) a product line profit and loss report.
(cd) Together with the financial statements required under Sections 8.1(a), Section 8.1(b), and Section 8.1(c), a Compliance Certificate signed by an authorized officer of the Borrower (i) evidencing the Loan Parties’ compliance with the financial covenants contained in Section 9.20 hereof and (ii) stating whether there exists on the date of such certificate any Default or Event of Default and, if any Default or Event of Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto.
(e) Promptly upon receipt thereof, any reports (including, without limitation, any management letters and/or reports) submitted to the Borrower or any Subsidiary (other than reports previously delivered pursuant to Sections 8.1(a), 8.1(b) and 8.1(c) above) by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any Subsidiary.
(f) Promptly upon receipt or transmission thereof, and in any event no later than two (2) Business Days after the date of such receipt or transmission, provided that the delivery thereof is not prohibited by any Requirement of Law, copies of all communications to and from Governmental Authorities regarding notice of material enforcement proceedings, complaints, inspections, and related matters addressed to the Borrower or any Subsidiary.
(g) As soon as available and available, but in any event within sixty no later than thirty (6030) days after the end of the Fiscal Year, consolidated capital and operating expense budgets, projections of sources and applications of funds, balance sheets and profit and loss projections, all for each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year month of the Issuer applicable Fiscal Year, all itemized in detail (beginning with the Fiscal Quarter ending June 30, 2022including itemization of provisions for officers’ compensation), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, together with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDAany material revisions thereto.
(dh) Upon the request of any Purchaser, copies of the annual federal and state income Tax Returns of the Borrower and each Subsidiary for the immediately preceding year, any filings with the SEC and, if requested by any Purchaser, copies of all reports filed with any federal, state or local Governmental Authority.
(i) Promptly upon receipt by the Issuer Borrower or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Loan Party by the holder of the Subordinated Note or any other creditor or lessor to whom the Issuer Borrower or any Subsidiary has material debt or other obligations.
(ej) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, 200,000 from the Issuer or any Subsidiary, or seeking injunctive relief against Issuer Borrower or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, Effect and copies of any pleadings associated therewith.
(fk) As soon as available, copies of all statements, reports, press releases, and other documents relating to the financial condition of the Borrower, each Subsidiary and their respective business operations as required to be furnished to any lender of the Borrower or any Subsidiary.
(l) Promptly, and in any event within five (5) Business Days after receipt thereof by the Issuer Borrower or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 the Issuer Borrower or any Subsidiary.
(gm) PromptlyTogether with the financial statements required under Section 8.1(c), a notice in writing upon becoming aware copies of any development or other information outside (i) board materials provided to the ordinary course of business Board of the Issuer Borrower or any Subsidiary which could and (ii) a copy of the internal management FP&A package; provided that the Purchasers may be denied access to any such materials, if and to the extent the Borrower reasonably be expected and in good faith determines (x) such denial is reasonably necessary based on the reasonable advice of counsel to have a Material Adverse Effect.preserve attorney-client privilege, (y) there exists an actual or potential conflict of interest between the Purchasers, and the Borrower or its Subsidiaries, as applicable, or (z) based on the reasonable advice of counsel, such denial is required by Applicable Laws;
(hn) PromptlyPromptly upon the filing or sending thereof, and in any event within five three (53) Business Days after the Issuer or any other Note Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of the curative action that the Issuer proposes to take with respect thereto.
(i) Promptly upon obtaining knowledge filing thereof, written notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification.
(i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) all regular, periodic or special reports of any Loan Party filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service SEC; copies of all registration statements of any Loan Party filed with respect to each Pension Plan as the Majority Holders shall reasonably request; SEC (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Eventother than on Form S-8); and (C) copies of all proxy statements or other communications made to security holders generally; provided that filing or furnishing of such report, registration statement, proxy statement or other documents or governmental reports or filings relating communication with the SEC via the EXXXX system shall be deemed to any Employee Benefit Plan as be furnishing of the Majority Holders shall reasonably request.same to Purchasers; or
(ko) Notwithstanding the foregoing, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(dSuch other information (including non-financial information) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission.
(l) Promptly upon request, information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder Purchaser may from time to time reasonably request. Documents required to be delivered pursuant to Section 8.1(a),(b) or (g) (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; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Purchaser has access; provided that: (i) the Borrower shall deliver paper copies of such documents to any Purchaser upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by such Purchaser and (ii) the Borrower shall notify each Purchaser (by telecopier or electronic mail) of the posting of any such documents and provide electronic mail electronic versions (i.e., soft copies) of such documents. The Borrower hereby acknowledges that certain of the Purchasers (each, a “Public Purchaser”) 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 writinginvestment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the 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 it will use commercially reasonable efforts to identify that portion of the materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) that may be distributed to the Public Purchasers and that (w) all such Borrower Materials 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; by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Purchasers to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws.
Appears in 1 contract
Delivery of Financial and Other Information. The Issuer Borrower will, and will cause each Guarantor other Loan Party to, maintain a system of accounting established and administered in accordance with IFRS GAAP (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Borrower shall deliver or cause to be delivered to each Holder the Purchaser the following:
(a) Within one hundred twenty (120) days after the end close of each Fiscal Year, an unqualified audit report certified by an Xxxxxx LLC or any other independent registered public accounting firmfirm or such other independent certified public accountants that are registered and qualified with the Public Company Accounting Oversight Board and selected by the Borrower, prepared in accordance with IFRSGAAP, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be GAAP and accompanied by customary management’s (i) any management letter prepared by said accountants, and (ii) a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Year; provided that if a management summary, discussion and analysis;analysis is included in any Annual Report on Form 10-K, such management summary, discussion and analysis included therein shall suffice for purposes of this Section 8.1(a).
(b) Within sixty forty-five (6045) days after the end close of each Fiscal Quarter an unaudited consolidated and consolidating balance sheet of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRSGAAP and setting forth in each case in comparative form, the figures for (i) the corresponding Fiscal Quarter and the corresponding portion of the previous Fiscal Year (as applicable), and (ii) the immediately preceding Fiscal Quarter, all of which shall be accompanied by a customary management’s discussion and analysis and certified by an authorized officer of the Issuer Borrower as fairly presenting, in all material respects, the financial position of the Issuer Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth thereintherein and accompanied by a management summary, discussion, and analysis prepared by an authorized officer of the Borrower setting forth in narrative form all significant operational and financial events and activities affecting the Borrower and its Subsidiaries during such Fiscal Quarter; provided that if a management summary, discussion and analysis is included in any Quarterly Report on Form 10-Q, such management summary, discussion and analysis included therein shall suffice for the requirements of such items pursuant to this Section 8.1(b). In addition, upon the written request of the Purchaser received within ten (10) days after the Borrower’s delivery of the quarterly financial information pursuant to this Section 8.1(b), Borrower shall deliver to the Purchaser copies of individual invoices equal to or greater than 10% of all orders for such quarter.
(c) As soon as available and in any event within sixty (60) days Promptly after the end of each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year filing, copies of the Issuer annual federal and state income Tax Returns (beginning with and any Tax Returns for the Fiscal Quarter ending June 30purposes of any foreign Taxes on income, 2022)profits or gains, a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(vlosses) of the definition of Consolidated EBITDABorrower and each Subsidiary for the immediately preceding year.
(d) Promptly upon receipt by the Issuer Borrower or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Loan Party by any creditor or lessor to whom the Issuer Borrower or any Subsidiary has material debt or other obligations.
(e) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, 200,000 from the Issuer Borrower or any Subsidiary, or seeking injunctive relief against Issuer Borrower or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith.
(f) As soon as available, copies of all statements, reports, press releases, and other documents relating to the financial condition of the Borrower, each Subsidiary and their respective business operations as required to be furnished to any other lender of the Borrower or any Subsidiary.
(g) Promptly, and in any event within five (5) Business Days after receipt thereof by the Issuer Borrower or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 the Issuer Borrower or any Subsidiary.
(gh) Promptly, a notice in writing upon becoming aware Copies of any development written reports, materials and other information given to each Board (or other information outside the ordinary course of business governing body) of the Issuer Borrower or any Subsidiary which could and any such committees of the Board (or other governing body) of the Borrower or any Subsidiary, and any reports submitted by such Board (or other governing body) or committee thereof; provided that the Purchaser may be denied access to any such materials, if and to the extent the Borrower reasonably be expected and in good faith determines (w) such denial is reasonably necessary based on the advice of counsel to have a Material Adverse Effectpreserve attorney-client privilege, (x) there exists an actual or potential conflict of interest between the Purchaser, and the Borrower or its Subsidiaries, as applicable, or (y) based on the advice of counsel, such denial is required by Applicable Laws.
(hi) Promptly, and in any event within five three (53) Business Days after receipt thereof by the Borrower or any Subsidiary of a notice of any “breach,” “default,” “event of default,” or “material adverse effect” (and copies of any written notices thereof) pursuant to the terms of any Material Contract, or other notices, amendments, waivers, consents or modifications (including notice of non-renewal or cancellation or termination, reports, borrowing notices, conversion notices, compliance certificates, and any other deliverable items in the ordinary course of business) required to be given under any such Material Contract, whether or not such notice or notification requirement has been waived by any party to such agreement.
(j) Promptly, and in any event within three (3) Business Days after the Issuer Borrower or any other Note Loan Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of the curative action that the Issuer Borrower proposes to take with respect thereto.
(i) Promptly upon obtaining knowledge thereof, written notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification.
(i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.
(k) Notwithstanding the foregoing, at all times that the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the Issuer, all reports on Form 20-F and Form 6-K that the Issuer is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission.
(l) Promptly upon request, information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(m) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder may from time to time reasonably request in writing.
Appears in 1 contract
Delivery of Financial and Other Information. The Issuer Borrower will, and will cause each Guarantor to, maintain a system of accounting established and administered in accordance with IFRS (including reflecting in its financial statements adequate accruals and appropriations to reserves). In addition, the Issuer Borrower shall deliver or cause to be delivered to each Holder Purchaser the following:
(a) Within one hundred twenty (120) days after the end of each Fiscal Year, an unqualified audit report certified by an independent registered public accounting firm, prepared in accordance with IFRS, without qualifications (including any (x) “going concern” or like qualification or exception, (y) qualification or exception as to the scope of such audit, or (z) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item) including consolidated and consolidating balance sheets of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Year and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Year, all such financial statements to be prepared in accordance with IFRS, all of which shall be accompanied by customary management’s discussion and analysis;.
(b) Within sixty (60) days after the end of each Fiscal Quarter an unaudited consolidated and consolidating balance sheet of the Issuer Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the related consolidated and consolidating statements of operations, changes in shareholders’ equity and cash flows for such Fiscal Quarter and for the portion of the Fiscal Year ended at the end of such Fiscal Quarter, prepared in accordance with IFRS, all of which shall be accompanied by a customary management’s discussion and analysis and certified by an authorized officer of the Issuer Borrower as fairly presenting, in all material respects, the financial position of the Issuer Borrower and its Subsidiaries, as of the respective dates thereof, and the results of operations and cash flows thereof, as of the respective dates or for the respective periods set forth therein.
(c) As soon as available and in any event within sixty (60) days after the end of each Fiscal Quarter or one hundred twenty (120) days after the end of each Fiscal Year of the Issuer Borrower (beginning with the Fiscal Quarter fiscal quarter ending June 30March 31, 20222020), a compliance certificate setting forth information from such financial statements required in order to establish whether the Issuer Borrower is in compliance, with the requirements of Article 8 and Article 9 during the quarterly or annual period covered by the statements being furnished, including the amounts referred to in subsection (b)(i)-(v) of the definition of Consolidated EBITDA.
(d) Promptly upon receipt by the Issuer Borrower or any Subsidiary, written notice of any material default which has not been waived or cured, given to any such Note Loan Party by any creditor or lessor to whom the Issuer Borrower or any Subsidiary has material debt or other obligations.
(e) Promptly upon obtaining knowledge thereof, written notice of any actual or threatened action, proceeding, procedure, arbitration, investigation or litigation claiming in excess of $1,000,000, in the aggregate, from the Issuer Borrower or any Subsidiary, or seeking injunctive relief against Issuer Borrower or any Subsidiary, or which could be expected to otherwise have a Material Adverse Effect, and copies of any pleadings associated therewith.
(f) Promptly, and in any event within five (5) Business Days after receipt thereof by the Issuer Borrower or any Subsidiary, provided that the delivery thereof is not prohibited by any Requirement of Law, 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 the Issuer Borrower or any Subsidiary.
(g) Promptly, a notice in writing upon becoming aware of any development or other information outside the ordinary course of business of the Issuer Borrower or any Subsidiary which could reasonably be expected to have a Material Adverse Effect.
(h) Promptly, and in any event within five (5) Business Days after the Issuer Borrower or any other Note Loan Party becomes aware of or has knowledge of any event or condition that constitutes a Default or an Event of Default, provide written notice of such event or condition and a statement of the curative action that the Issuer Borrower proposes to take with respect thereto.
(i) Promptly upon obtaining knowledge thereof, written notice of any change in the information provided in the Beneficial Ownership Certification delivered to the Collateral Agent or the Holders on the Issue Date that would result in a change to the list of beneficial owners identified in such certification.
(i) Promptly upon the occurrence of or upon any officer of the Issuer becoming aware of the forthcoming occurrence of any ERISA Event other than any ERISA Event which could not reasonably be expected to result in a Material Adverse Effect; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan as the Majority Holders shall reasonably request; (B) all notices received by the Issuer, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as the Majority Holders shall reasonably request.
(k) Notwithstanding the foregoing, at all times that the Issuer Borrower is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the reporting requirements contained in Sections 8.1(a) and (b) of this covenant shall be satisfied through the filing with the Commission within the time periods specified in the Commission’s rules and regulations that are then applicable to the IssuerBorrower, all reports on Form 20-F and Form 6-K that the Issuer Borrower is required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act, in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the Commission.
(l) Promptly upon request, information and documentation reasonably requested by the Collateral Agent or any Holder for purposes of compliance with applicable “know your customer” requirements under the Patriot Act and other applicable anti-money laundering laws.
(mj) Promptly upon request, additional information regarding the business, financial or corporate affairs of the Issuer Borrower or any Subsidiary thereof, or in compliance with the terms of the Note Documents, as any Holder Purchaser may from time to time reasonably request in writing.
Appears in 1 contract
Samples: Note Purchase Agreement (Bioceres Crop Solutions Corp.)
