Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor: (a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of (i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a); (b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of, (i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by (A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances, (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and (C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Pittston Co), Note Purchase Agreement (Pittston Co)
Financial and Business Information. The Company or the Tenant shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Tenant (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company Tenant and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and income, expenses, cash flows and, if prepared by the Tenant in connection with its quarterly financial statements, statements of changes in capital of the Company Tenant and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);:
(b) Annual Statements of the Tenant -- within 120 90 days after the end of each fiscal year of the CompanyTenant, duplicate copies of,
(i) a consolidated balance sheet of the Company Tenant and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, expenses, cash flows and, if prepared by the Tenant in connection with its annual audited financial statements, statements of changes in shareholders' equity and cash flows capital of the Company Tenant and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(Ac) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(Bd) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and,
(Ce) in case SEC and Other Reports -- if applicable, promptly upon their becoming available, one copy of any of the following which are publicly available: (i) each financial statement, report, notice or proxy statement sent by the Company, the Tenant or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report (other than reports arising from the Tenant's investment advisory and transfer agency services), each registration statement (without exhibits except as expressly requested by such audited financial statements include the accounts of Unrestricted Subsidiaries holder), and each prospectus and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of amendments thereto filed by the Company's Annual Report on Form 10-K for such fiscal year (together with , the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed Tenant or any Subsidiary with the Securities and Exchange CommissionCommission and of all press releases and other statements made available generally by the Company, the Tenant or any Subsidiary to the public concerning developments that are Material;
(f) Notice of Default or Event of Default -- promptly, and in any event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and-period of existence thereof and what action the Company or the Tenant is taking or proposes to take with respect thereto;
(g) ERISA Matters -- promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company, the Tenant or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company, the Tenant or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company, Tenant or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to Plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company, the Tenant or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;
(h) Notices from Governmental Authority -- promptly, and in any event within 30 days of receipt thereof, copies of any notice to the accountants' certificate described Company, the Tenant or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect;
(i) Restricted Subsidiary Status -- promptly, and in clause any event within ten days of the occurrence thereof, the designation of an Unrestricted Subsidiary of Tenant as a Restricted Subsidiary of Tenant;
(Bj) above Lease Status -- on or before January 22, 2000 notice as to whether Final Project Completion has been achieved; and
(k) Requested Information -- with reasonable promptness, such other data and (if required) information relating to the certificate business, operations, affairs, financial condition, assets or properties of the Company, the Tenant or any of the Subsidiaries or relating to the ability of the Company or the Tenant to perform its respective obligations hereunder, under the Operative Agreements to which each is a Senior Financial Officer described party, and, in clause (C) abovethe case of the Company only, shall under the Notes as from time to time may be deemed to satisfy the requirements reasonably requested by any such holder of this Section 7.1(b);Notes.
Appears in 2 contracts
Samples: Note Purchase Agreement (Hewitt Holdings LLC), Note Purchase Agreement (Hewitt Holdings LLC)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investora Note:
(a) Quarterly Statements -- - within 60 days (or, if shorter, 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated unaudited balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such quarter, and
(ii) consolidated statements of income operations, changes in net assets and cash flows flows, and schedules of investments of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 105 days (or, if shorter, 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' equity net assets and cash flows flows, and schedules of investments of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (CION Investment Corp), Note Purchase Agreement (CION Investment Corp)
Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company Holdings (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of, Lineage Logistics Note Purchase Agreement
(i) a consolidated balance sheet of the Company Holdings and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company Holdings and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 days (or 90 days at all times after a Qualified IPO) after the end of each fiscal year of the CompanyHoldings, duplicate copies of,
(i) a consolidated balance sheet of the Company Holdings and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Holdings and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based, other than a “going concern” explanatory note or qualification resulting from (i) the maturity of the loans under any Indebtedness of any Obligor or Subsidiary permitted hereunder occurring within one year from the time such opinion is delivered or (ii) anticipated (but not actual) covenant non-compliance hereunder or under Indebtedness of any Obligor or Subsidiary permitted hereunder) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Lineage, Inc.), Note Purchase Agreement (Lineage, Inc.)
Financial and Business Information. The Company shall will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established in accordance with sound business practices to permit preparation of financial statements in conformity with generally accepted accounting principles (GAAP). The Company during the term of this Agreement will, and will cause its Subsidiaries to, deliver to each holder of Notes that is an Institutional the Investor:
(a) Quarterly Statements -- As soon as practicable and in any event within 60 120 days after the end close of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of
(i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end close of such quarter, and
(ii) fiscal year and consolidated statements of income operations, shareholders' equity and cash flows of for the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarterthen ended, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance together with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed report thereon of independent certified public accountants acceptable to satisfy the requirements of this Section 7.1(a)Investor;
(b) Annual Statements -- As soon as practicable and in any event within 120 45 days after the end of the first three fiscal quarters of each fiscal year of year, the Company, duplicate copies of,
(i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) fiscal quarter and the related consolidated and consolidating statements of incomeoperations, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures fiscal quarter and for the previous period from the beginning of the current fiscal yearyear to the end of such fiscal quarter, all in reasonable detaildetail and certified by the chief financial officer of the Company that they fairly present the financial condition of Company and its Subsidiaries as the dates indicated and the results of its operations and its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments;
(c) As soon as practicable and in any event within 30 days after the end of each month, the internal financial statements of the Company and its Subsidiaries for such month (other than the months referred to in Section 6.4(a) and Section 6.4(b) above) and certified by the Chief Executive Officer of the Company that such statements were prepared in accordance with GAAPthe Company's accounting policies, and accompanied byconsistently applied for the period indicated;
(Ad) an opinion thereon Prompt notice of independent public accountants any event having a material adverse effect on the business, operations, financial condition, prospects or results of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position operation of the companies being reported Company;
(e) Promptly upon their becoming available, copies of (a) all financial statements, reports, notices and their results proxy statements sent or made available generally by the Company to its security holders, (b) all regular and periodic reports filed by the Company or any of operations its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, (c) all press releases and cash flows and have been prepared in conformity with GAAP, and that other statements made available generally by the examination Company or any of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion its Subsidiaries to the public concerning material developments in the circumstances,business of the Company or any of its Subsidiaries;
(Bf) a certificate Promptly upon any officer of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware Company or any of its Subsidiaries obtaining knowledge of any condition or event that then constitutes a Default violation or an Event default or potential event of Defaultdefault under any indebtedness of the Company or any of its Subsidiaries, and, if they are or becoming aware that any such condition person has given any notice or taken any other action with respect to a claimed event then existsof default or potential event of default, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge notice of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), event; and
(Cg) in case Within a reasonable time, such audited other information about the property, financial statements include the accounts of Unrestricted Subsidiaries condition and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets operations of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries Investors may from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);time reasonably request.
Appears in 2 contracts
Samples: Stock Purchase Agreement (H Power Corp), Stock Purchase Agreement (H Power Corp)
Financial and Business Information. The To the extent not otherwise delivered, the Company will, until a Public Offering shall have been consummated, deliver to each holder of Notes Warrant Shares that is an Institutional Investorinstitutional investor, in duplicate:
(a) Quarterly Financial Statements -- as soon as practicable and in any event within 60 forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of period) in each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company consolidating and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income operations and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case period from the beginning of the second current fiscal year to the end of such quarterly period, and third quarters) for the portion consolidating and consolidated balance sheets of the fiscal year ending with Company and its Subsidiaries as at the end of such quarterquarterly period, setting forth in each case in comparative form the figures for the corresponding periods period in the previous preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, detail and certified by a Senior Financial Officer an authorized financial officer of the Company as fairly presenting, in all material respects, the financial position of the companies being reported on Company and its Subsidiaries and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within adjustments and the time period specified above absence of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);footnotes; and
(b) Audited Annual Financial Statements -- as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidating and consolidated statements of incomeoperations, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or for such year, and consolidating and consolidated balance sheets of the Company and its Restricted Subsidiaries for as at the end of such year, setting forth in each the case of such consolidated statements, in comparative form form, corresponding consolidated figures from the figures for the previous fiscal yearpreceding annual audit, all in reasonable detaildetail and, prepared in accordance with GAAPas to the consolidated statements, and accompanied by
(A) an opinion thereon of certified to the Company by Xxxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standingstanding selected by the Company and, which opinion shall state that as to the consolidating statements, certified by an authorized financial officer of the Company, such certificates in each case certifying such financial statements present fairlyas fairly presenting, in all material respects, the financial position of the companies being reported upon Company and its Subsidiaries and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);flows.
Appears in 2 contracts
Samples: Warrant Agreement (U S Aggregates Inc), Warrant Agreement (U S Aggregates Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Fund (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a an unaudited consolidated balance sheet of the Company Fund (on a consolidated basis with respect to the Fund and its Subsidiaries or its Restricted Subsidiaries consolidated Subsidiaries) as at the end of such quarter, and
(ii) unaudited consolidated statements of income earnings, retained earnings and cash flows of the Company Fund (on a consolidated basis with respect to the Fund and its Subsidiaries or its Restricted consolidated Subsidiaries, ) for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Fund being reported on and their the results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 days after the end of each fiscal year of the CompanyFund, duplicate copies of,
(i) a consolidated balance sheet of the Company Fund (on a consolidated basis with respect to the Fund and its Subsidiaries or its Restricted Subsidiaries consolidated Subsidiaries), as at the end of such year, and
(ii) consolidated statements of incomeearnings, changes in shareholders' equity retained earnings and cash flows in financial position of the Company Fund (on a consolidated basis with respect to the Fund and its Subsidiaries or its Restricted Subsidiaries consolidated Subsidiaries), for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion by a report thereon of a firm of independent public chartered accountants of recognized national standing, which opinion shall state selected by the Fund to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Fund and its consolidated Subsidiaries and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 2 contracts
Samples: Note Purchase Agreement (Enerplus Resources Fund), Note Purchase Agreement (Enerplus Resources Fund)
Financial and Business Information. The Company shall will deliver to each holder of Notes the Outstanding Bonds that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days Statements—as soon as practicable after the end of each quarterly fiscal period in quarter of each fiscal year of the Company (other than the last quarterly fiscal period quarter of each such fiscal year), and in any event within sixty (60) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, ; and
(ii) consolidated statements of income income, retained earnings and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, ; setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detaildetail and certified as being complete and correct, and as having been prepared in accordance conformity with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flowsgenerally accepted accounting principles, subject to changes resulting from year-end adjustments, provided that delivery within by the time period specified above of copies Chief Financial Officer or Treasurer of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days Statements—as soon as practicable after the end of each fiscal year of the Company, and in any event within one hundred twenty (120) days thereafter, commencing with the Company's 2004 fiscal year, duplicate copies of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, ; and
(ii) consolidated statements of income, changes in shareholders' equity retained earnings and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, ; setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) by an opinion thereon of KPMG LLP or other independent certified public accountants of recognized national standingstanding or recognized regional standing selected by the Company, which opinion shall shall, without qualification, state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPgenerally accepted accounting principles, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, standards and that such audit provides a reasonable basis for such opinion in the circumstances,;
(Bc) a certificate Audit Reports—promptly upon receipt thereof, one copy of such each other report submitted to the Company or any Subsidiary by independent accountants stating that they have reviewed this Agreement and stating further whetherin connection with any annual, in making their audit, they have become aware of any condition interim or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period special audit made by them of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets books of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)or any Subsidiary;
Appears in 2 contracts
Samples: Bond Purchase Agreement (Southwest Water Co), Bond Purchase Agreement (Southwest Water Co)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)) or, if earlier, within 15 days after such date as the Company is required to file a Quarterly Report with the Securities and Exchange Commission, duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, Xxxx Xxxxxxxxx Natural Gas Company Note Purchase Agreement setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the CompanyCompany or, if earlier, within 15 days of such date as the Company is required to file an Annual Report with the Securities and Exchange Commissions, duplicate copies of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Spectra Energy Partners, LP), Note Purchase Agreement (Spectra Energy Partners, LP)
Financial and Business Information. The Company Obligors shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of Sovran's Quarterly Report on Form 10‑Q (the "Form 10‑Q") with the SEC regardless of whether Sovran is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company Sovran and SALP, respectively (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) in the case of Sovran
(A) a consolidated and consolidating (for Subsidiaries which own Real Estate) balance sheet of the Company Sovran and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(B) consolidated and consolidating (for Subsidiaries which own Real Estate) statements of income, funds available for distribution and cash flows of Sovran and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,
(ii) in the case of SALP (if prepared)
(A) a consolidated balance sheet of SALP and its Subsidiaries as at the end of such quarter, and
(B) consolidated statements of income income, funds available for distribution and cash flows of the Company SALP and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the respective Obligor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the CompanySovran's Quarterly Report on Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of Sovran's Annual Report on Form 10‑K (the "Form 10‑K") with the SEC regardless of whether Sovran is subject to the filing requirements thereof) after the end of each fiscal year of the CompanySovran and SALP, respectively, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Sovran Self Storage Inc), Note Purchase Agreement (Sovran Acquisition LTD Partnership)
Financial and Business Information. The Company shall deliver to each holder Purchaser prior to the Closing and, thereafter, to each Holder of Notes Bonds that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 75 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such quarter, and
(ii) unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallygenerally (except for the absence of footnotes and subject to normal, recurring, year‑end adjustments), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 days after the end of each fiscal year of the Company, duplicate copies a copy of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at of the end of such year, and
(ii) consolidated statements of income, changes in shareholders' statements of common stockholder’s equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by:
(A1) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted the auditing standardsstandards of the Public Company Accounting Oversight Board (United States), and that such audit provides a reasonable basis for such opinion in the circumstances,; and
(B2) a certificate of such accountants stating that they have reviewed this Agreement and the Indenture and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 2 contracts
Samples: Bond Purchase Agreement (Black Hills Power Inc), Bond Purchase Agreement (Black Hills Power Inc)
Financial and Business Information. The Company Constituent Companies shall deliver to each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Principal Credit Agreement or the date on which such corresponding financial statements are delivered under any Principal Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i1) a consolidated and consolidating balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii2) consolidated and consolidating statements of income and income, cash flows and retained earnings of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in each the case of the consolidated financial statements, in comparative form form) the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsaudit adjustments and the absence of notes; provided, provided that delivery within the time period periods specified above of copies of the Company's Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in compliance accordance with the SEC’s requirements therefor therefor, containing the consolidated and consolidating financial statements described above and filed with the Securities and Exchange Commission SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-Q if such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;
(b) Annual Statements -- - within 120 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Principal Credit Agreement or the date on which such corresponding financial statements are delivered under any Principal Credit Agreement if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of,
(i1) a consolidated and consolidating balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii2) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows and retained earnings of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth (in each the case of the consolidated financial statements, in comparative form form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standingstanding or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating ; provided, that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of copies of the Company's Parent Guarantor’s Annual Report on Form 10-K or applicable successor form (“Form 10-K”) for such fiscal year (together with the Company's Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) ), prepared in accordance with the SEC’s requirements therefor therefor, containing the consolidated and consolidating financial statements described above and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) aboveSEC, shall be deemed to satisfy the requirements of this Section 7.1(b); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-K if such Form 10-K shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;
Appears in 2 contracts
Samples: Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Co Inc)
Financial and Business Information. The Company Obligors shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company FDSI (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company FDSI and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company FDSI and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery filing with the Securities and Exchange Commission within the time period specified above of copies of the Company's FDSI’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the Company, duplicate copies ofFDSI,
(i) a consolidated balance sheet of the Company FDSI and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company FDSI and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that filing with the delivery Securities and Exchange Commission within the time period specified above of the Company's FDSI’s Annual Report on Form 10-K for such fiscal year (together with the Company's FDSI’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Family Dollar Stores Inc), Note Purchase Agreement (Family Dollar Stores Inc)
Financial and Business Information. The Company shall will deliver to each holder of Notes that is an Institutional InvestorNotes:
(a) Monthly Statements - promptly following, and in any event within thirty (30) days of, the end of each calendar month, the consolidated balance sheet of the Company and the Subsidiaries as at the end of such month and the related consolidated statement of income of the Company and the Subsidiaries for such month, all of which shall be certified by the Executive Vice President-Chief Financial Officer or Vice President-Finance and Control of the Company, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Company and the Subsidiaries as at the date thereof and the results of operations for such month (without notes and subject to normal year-end adjustments), together with a cash analysis report substantially in the form of Exhibit N to the Credit Agreement;
(b) Quarterly Statements -- within 60 days - as soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), and in any event within forty-five (45) days thereafter, duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted the Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its the Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP (without notes and subject to normal year-end adjustments) applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on complete and their results of operations and cash flowscorrect, subject to changes resulting from year-end adjustments, provided that delivery within by the time period specified above of copies Vice President-Finance and Control or Executive Vice President of the Company's Quarterly Report on Form 10-Q prepared in compliance with , and accompanied by the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this certificate required by Section 7.1(a)9.2 hereof;
(bc) Annual Statements -- within 120 days - as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety-five (95) days thereafter, duplicate copies of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted the Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted the Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(Aiii) an opinion thereon of the accountants named in Section 2.2 hereof or other independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall shall, without qualification, state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if requirediv) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this certificates required by Section 7.1(b)9.2 and Section 9.3 hereof;
Appears in 2 contracts
Samples: Note Purchase Agreement (Birmingham Steel Corp), Note Purchase Agreement (Birmingham Steel Corp)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income earnings and cash flows of for the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each the case of the consolidated statements of earnings and cash flows in comparative form the figures for the corresponding periods in the previous fiscal yearyear of the Company and in the case of the consolidated balance sheet in comparative form the figures for the then most recently completed Fiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeearnings, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their the consolidated results of their operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) by a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making the examination necessary for their audit, opinion they have become aware obtained no knowledge of any condition or event that then constitutes a Default or an Event of Default, andor, if they are aware that any such condition Default or event Event of Default then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp)
Financial and Business Information. The Company shall deliver to each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Unaudited Statements -- — within 60 90 days after the end of each quarterly fiscal period (commencing with the third fiscal quarter of 2021) in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of):
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income and cash flows members’ equity of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearyear (to the extent such figures are available in respect of such corresponding periods), all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Audited Statements -- — within 120 days after the end of each fiscal year of the Company, duplicate copies of,Company (commencing with the fiscal year ending 2021):
(i) a an audited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) audited consolidated statements of income, changes in shareholders' members’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such yearyear (or, in the case of 2021, the applicable portion thereof), in each case, audited by an independent public accountant of recognized national standing and setting forth in each case in comparative form the figures for the previous fiscal year (to the extent such figures are available in respect of such previous fiscal year), all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standingby a report thereon, which opinion report shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such the accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (MN8 Energy, Inc.), Note Purchase Agreement (New PubCo Renewable Power Inc.)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investorthe Purchasers:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding interim periods in the previous fiscal year, all in reasonable detail, prepared in accordance with United States GAAP applicable to quarterly financial statements generally, generally and certified by a Senior Financial Officer of the Company as fairly presenting, in all material Material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q Q, including the Interim Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a9.1(a);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the Company, Company duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, United States GAAP and accompanied by
(A) by an opinion thereon of L X Xxxxxxxxx Associates LLC or other independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material Material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with United States GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K K, including audited Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) aboveSEC, shall be deemed to satisfy the requirements of this Section 7.1(b9.1(b);
Appears in 2 contracts
Samples: Note and Warrant Purchase Agreement (Canargo Energy Corp), Note and Warrant Purchase Agreement (Canargo Energy Corp)
Financial and Business Information. The Company Constituent Companies shall deliver to each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days (or such shorter period as is the earlier of (x) five Business Days after the date the Parent Guarantor’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) is required to be filed with the SEC (without giving effect to any extension permitted by the SEC) and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Parent Guarantor as at the end of such quarter, and
(ii2) the related consolidated statements of income or operations, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted SubsidiariesParent Guarantor, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flowsflows in accordance with GAAP, subject to changes resulting from year-end adjustmentsnormal year‑end audit adjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Parent Guarantor’s Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 days (or such shorter period as is the earlier of (x) 15 days after the date the Parent Guarantor’s Annual Report on Form 10‑K (the “Form 10‑K”) is required to be filed with the SEC (without giving effect to any extension permitted by the SEC) and (y) the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of,
(i1) a consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries or its Restricted Subsidiaries Parent Guarantor as at the end of such year, and
(ii2) the related consolidated and consolidating statements of incomeincome or operations, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Parent Guarantor for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Parent Guarantor’s Form 10-K 10‑K for such fiscal year (together with the Company's Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) aboveSEC, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.), Note Purchase and Guarantee Agreement (Rexford Industrial Realty, Inc.)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a) if the financial statements included in such Quarterly Report are of the Company and its Restricted Subsidiaries (and no other entities);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of report from such accountants stating that they have reviewed this Agreement and stating further whether, in making connection with their audit, nothing came to their attention that caused them to believe that the Company failed to comply with the terms, covenants, provisions, or conditions of Sections 10.3(i), 10.4, 10.5.(b) and (c), and 10.6 of this Agreement as they have become aware of any condition or event that then constitutes a Default or an Event of Default, andrelate to accounting matters or, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default Default, even if specifically referenced in any such Section, as e.g., in clause (iv)(A) of Section 10.5(b), unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditstandards), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b) if the financial statements included in such Annual Report are of the Company and its Restricted Subsidiaries (and no other entities);
Appears in 2 contracts
Samples: Note Purchase Agreement (Hunt Manufacturing Co), Note Purchase Agreement (Hunt Corp)
Financial and Business Information. The Company shall deliver to each Purchaser and holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with ’s quarterly report containing substantially all the requirements therefor and filed with the Securities and Exchange Commission information required to be provided under this Section 7.1(a) shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Company, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Company, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, ; provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K ’s annual report for such fiscal year containing substantially all the information and the opinion of independent public accountants required to be provided under this Section 7.1(b) (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Financial and Business Information. The Company Constituent Companies shall deliver to each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i1) a consolidated and consolidating balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii2) consolidated and consolidating statements of income and income, cash flows and retained earnings of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (in each the case of the consolidated financial statements, in comparative form form) the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of), the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of the Parent Guarantor as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsaudit adjustments and the absence of notes; provided, provided that delivery within the time period periods specified above of copies of the Company's Parent Guarantor’s Quarterly Report on Form 10-Q or applicable successor form (“Form 10-Q”) for such fiscal quarter, prepared in compliance accordance with the SEC’s requirements therefor therefor, containing the consolidated and consolidating financial statements described above and filed with the Securities and Exchange Commission SEC, shall be deemed to satisfy the requirements of this Section 7.1(a); provided, further, that the Constituent Companies shall be deemed to have made such delivery of such Form 10-Q if such Form 10-Q shall have been made available for free within the time period specified above on the SEC’s XXXXX system (or any successor system adopted by the SEC) and shall have provided notification of the availability thereof to such holder;
(b) Annual Statements -- — within 120 days after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of,
(i1) a consolidated and consolidating balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii2) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows and retained earnings of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth (in each the case of the consolidated financial statements, in comparative form form) the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized regional or national standingstanding or any other independent public accountants reasonably acceptable to the Required Holders, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating ; provided, that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of copies of the Company's Parent Guarantor’s Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Form
Appears in 2 contracts
Samples: Note Purchase and Guaranty Agreement (Hawaiian Electric Industries Inc), Note Purchase and Guaranty Agreement (Hawaiian Electric Industries Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Trust (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a an unaudited consolidated balance sheet of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries) as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, cash flow and cash flows trust unitholders’ equity of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries, ) for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Trust being reported on and their the results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 days after the end of each fiscal year of the CompanyTrust, duplicate copies of,
(i) a consolidated balance sheet of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries), as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' cash flow and trust unitholders’ equity and cash flows of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries), for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by:
(A1) an opinion a report thereon of a firm of independent public chartered accountants of recognized national standing, which opinion shall state international standing selected by the Trust to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Trust and its Subsidiaries and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances,, and
(B2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whetherthat, in making the audit necessary for their auditreport on such financial statements, they have become aware obtained no knowledge of any condition a failure by the Company to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement, or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then existshave obtained knowledge of a failure to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement, specifying the nature and period of the existence thereof (it being understood and agreed that such accountants shall not be liable, directly or indirectly, for any liable to anyone by reason of their failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together failure to comply with the Company's annual report to shareholdersfinancial covenants contained in Sections 10.1, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor 10.2 and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements 10.3 of this Section 7.1(bAgreement);.
Appears in 2 contracts
Samples: Note Purchase Agreement (Pengrowth Energy Trust), Note Purchase Agreement (Pengrowth Energy Trust)
Financial and Business Information. The Company shall deliver to each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Specified Credit Facility or the date on which such financial statements are delivered under the Specified Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income operations, changes in net assets and cash flows of the Company and its Subsidiaries or its Restricted Subsidiariesconsolidated subsidiaries, for such quarter and (in the case of the consolidated statements of operations for the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallygenerally (other than absence of footnotes and year-end adjustments), and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies Company and its consolidated subsidiaries being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days (or such shorter period as is the earlier of (x) 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof and (y) the date by which such financial statements are required to be delivered under the Specified Credit Facility or the date on which such financial statements are delivered under the Specified Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the Company, duplicate copies of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' equity net assets and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” qualification or similar exception as to the Company and without any explanatory paragraph or paragraph of emphasis with respect to any going concern (other than as a result of the impending maturity under any credit document of the Company, including this Agreement and the Notes) and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Barings BDC, Inc.), Note Purchase Agreement (Barings BDC, Inc.)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 2 contracts
Samples: Note Purchase Agreement (Lee Enterprises Inc), Note Purchase Agreement (Philadelphia Suburban Corp)
Financial and Business Information. The Company shall will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company during the term of this Agreement will, and will cause its Subsidiaries to, deliver to each holder of Notes the Purchasers (provided that is an Institutional Investor:the Company shall not deliver to any Purchaser any such information to the extent that such Purchaser has requested in writing to the Company that such information not be delivered to such Purchaser):
(a) Quarterly Statements -- As soon as practicable and in any event within 60 90 days after the end close of each quarterly fiscal period in each fiscal year of the Company (other than Company, beginning with the last quarterly fiscal period of each such current fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year and consolidated statements of operations, shareholders' equity and cash flows for the Company and its Subsidiaries for the fiscal year then added, certified by the chief executive officer or chief financial officer of the Company to be true and accurate in all material respects (it being understood by the parties hereto that the delivery to the Purchasers of the Company's annual report on Form 10-K will satisfy the requirements of this Section 5.01(a));
(b) As soon as practicable and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated and consolidating balance sheet of Company and its Restricted Subsidiaries as at the end of such quarter, and
(ii) fiscal quarter and the related consolidated and consolidating statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiariesoperations, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures fiscal quarter and for the previous period from the beginning of the current fiscal yearyear to the end of such fiscal quarter, all in reasonable detaildetail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of its operations and its cash flows for the periods indicated, prepared in accordance subject to changes resulting from audit and normal year-end adjustments (it being understood by the parties hereto that the delivery to the Purchasers of the Company's quarterly report on Form 10-Q will satisfy the requirements of this Section 5.01(b));
(c) Prompt notice of any event having a Material Adverse Effect;
(d) Promptly upon their becoming available, copies of (a) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders, (b) all regular and periodic reports, if any, filed by Company or any of its Subsidiaries with GAAPany securities exchange or with the SEC or any governmental or private regulatory authority, and accompanied by(c) all press releases and other statements made available generally by Company or any of its Subsidiaries to the public concerning material developments in the business of Company or any of its Subsidiaries;
(Ae) an opinion thereon Promptly upon any officer of independent public accountants Company or any of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware its Subsidiaries obtaining knowledge of any condition or event that then constitutes a Default Triggering Event (as defined in the Certificate of Designation) or a violation or default of any material term of any Basic Document or Warrant or an Event event of Defaultdefault or potential event of default under any indebtedness of Company or any of its Subsidiaries, and, if they are or becoming aware that any such condition person has given any notice or taken any other action with respect to a claimed event then existsof default or potential event of default, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge notice of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), event; and
(Cf) in case Within a reasonable time, such audited other information about the property, financial statements include the accounts of Unrestricted Subsidiaries condition and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets operations of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries Purchasers may from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);time reasonably request.
Appears in 2 contracts
Samples: Unit Purchase Agreement (Code Alarm Inc), Unit Purchase Agreement (Pegasus Investors L P)
Financial and Business Information. The Company shall deliver furnish to each holder of Notes that is an Institutional InvestorMajor Stockholder:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period 4.3.1 as soon as available and in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- any event within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a copy of the audited consolidated balance sheet as of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) fiscal year and the related audited consolidated statements of income, changes in shareholders' equity income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries subsidiaries, if any, on a consolidated basis, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, (a) prepared in accordance with GAAP, (b) prepared in reasonable detail and accompanied by
including footnotes, (Ac) an opinion thereon of certified by independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, standing as presenting fairly the consolidated financial position of the companies being reported upon Company, (d) approved by the Board, (e) setting forth in comparative form the corresponding figures for preceding fiscal year and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income figures for such fiscal year set forth in the operating plan and budget delivered by the Company pursuant to Section 4.3(4) hereof, and (f) accompanied by a report from the Company’s Chief Financial Officer (or other member of management acting in such capacity) summarizing the assets Company’s financial condition and results of all Unrestricted Subsidiaries exceeded 10% operations during such fiscal year and in comparison to the periods set forth in (e) immediately preceding;
4.3.2 as soon as available and in any event within 45 days after the end of each fiscal quarter of the Company (other than the last quarter of each fiscal year) in the case of quarterly statements and within 30 days after the close of each month of each fiscal year in the case of monthly statements, a copy of the unaudited consolidated assets balance sheet as of the end of the quarter or month and the related unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholderssubsidiaries, if any, prepared pursuant to Rule 14a-3 under on a consolidated basis, for the Exchange Actperiods commencing at the end of the previous quarter or month and ending at the end of the quarter or month and commencing at the beginning of the fiscal year and ending at the end of the quarter or month, in each case (a) prepared in accordance with GAAP, (b) prepared in reasonable detail, (c) setting forth in comparative form the requirements therefor corresponding figures for the corresponding period of the preceding fiscal year and filed the figures for the period set forth in the operating plan and budget delivered by the Company pursuant to Section 4.3(4) hereof, and (d) in the case of quarterly financial statements, accompanied by a report from the Company’s Chief Financial Officer (or other member of management acting in such capacity) summarizing the Company’s financial condition and results of operations during such period and in comparison to the periods set forth in (c) immediately preceding;
4.3.3 promptly after the sending or filing thereof, copies of all financial statements and reports that the Company sends to its stockholders and copies of all regular, periodic, and special reports which the Company files with any governmental authority, including, without limitation the United States Securities and Exchange Commission;
4.3.4 as soon as available and in any event no later than 30 days prior to the first day of each fiscal year of the Company beginning after the date hereof, together with an annual operating plan and budget (including cash flow data) for the accountants' certificate described Company for the upcoming fiscal year, each prepared in clause reasonable detail, as each operating plan and budget has been approved by the Board of the Company; and
4.3.5 such other information relating to the financial condition, business or corporate affairs of the Company as the Major Stockholder may from time to time reasonably request; provided, however, that the Company shall not be obligated under this subsection 4.3.5 or any other subsection of 4.3 to provide information that (A) it deems in good faith to be a trade secret or similar confidential information or (B) above the disclosure of which would adversely affect the attorney-client privilege between the Company and (if required) its counsel. All financial statements to be furnished by the certificate of a Senior Financial Officer described in clause (C) above, Company pursuant to this Section 4.3 shall be deemed to satisfy the requirements of this Section 7.1(b);prepared in accordance with GAAP.
Appears in 2 contracts
Samples: Stockholders' Agreement (Vapotherm Inc), Stockholders Agreement (Vapotherm Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC; including any extensions of such date granted by the SEC or automatically effective upon the filing of a notice with the SEC, regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on Company and their its results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on ’s Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if it shall have made such Form 10-Q available on “EXXXX” in the time period specified by this Section 7.1(a) (such availability thereof being referred to as “Electronic Delivery”);
(b) Annual Statements -- — within 120 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC, including any extensions of such date granted by the SEC or automatically effective upon the filing of an notice with the SEC, regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Company and their its results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, ; provided that the delivery within the time period specified above of the Company's Annual Report on ’s Form 10-K for such fiscal year (together with excluding such information as is permitted to be incorporated by reference to the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Financial and Business Information. The Company shall will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company during the term of this agreement will, and will cause its Subsidiaries to, deliver to each holder of Notes that is an Institutional Investorthe Investors:
(a) Quarterly Statements -- As soon as practicable and in any event within 60 120 days after the end close of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Company, duplicate copies of
(i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end close of such quarter, and
(ii) fiscal year and consolidated statements of income operations, shareholders' equity and cash flows of for the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending then ended, together with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respectsreport thereon of Ernst & Young LLP, the financial position of Company's independent certified public accountants (it being understood by the companies being reported on and their results of operations and cash flows, subject parties hereto that the delivery to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies Investors of the Company's Quarterly Report annual report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to K will satisfy the requirements of this Section 7.1(a7.2(a));
(b) Annual Statements -- As soon as practicable and in any event within 120 45 days after the end of the first three fiscal quarters of each fiscal year of year, the Company, duplicate copies of,
(i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) fiscal quarter and the related consolidated and consolidating statements of incomeoperations, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures fiscal quarter and for the previous period from the beginning of the current fiscal yearyear to the end of such fiscal quarter, all in reasonable detaildetail and certified by the chief financial officer of the Company that they fairly present the financial condition of Company and its Subsidiaries as the dates indicated and the results of its operations and its cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments (it being understood by the parties hereto that the delivery to the Investor of the Company's quarterly report on Form 10-Q will satisfy the requirements of this Section 7.2(b);
(c) As soon as practicable and in any event within 30 days after the end of each month, the internal financial statements of the Company and its Subsidiaries for such month (other than the months referred to in Section 7.2(a) and Section 7.2(b) above) and certified by the chief executive officer or the chief financial officer of the Company that such statements were prepared in accordance with GAAPthe Company's accounting policies, and accompanied byconsistently applied for the period indicated;
(Ad) an opinion thereon Prompt notice of independent public accountants any event having a material adverse effect on the business, operations, financial condition, prospects or results of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position operation of the companies being reported Company;
(e) Promptly upon their becoming available, copies of (a) all financial statements, reports, notices and their results proxy statements sent or made available generally by the Company to its security holders, (b) all regular and periodic reports filed by the Company or any of operations its Subsidiaries with any securities exchange or with the SEC or any governmental or private regulatory authority, (c) all press releases and cash flows and have been prepared in conformity with GAAP, and that other statements made available generally by the examination Company or any of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion its Subsidiaries to the public concerning material developments in the circumstances,business of the Company or any of its Subsidiaries;
(Bf) a certificate Promptly upon any officer of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware Company or any of its Subsidiaries obtaining knowledge of any condition or event that then constitutes a Default violation or an Event default or potential event of Defaultdefault under any indebtedness of the Company or any of its Subsidiaries, and, if they are or becoming aware that any such condition person has given any notice or taken any other action with respect to a claimed event then existsof default or potential event of default, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge notice of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), event; and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- C promptly, and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet sheets of (x) the Company and its Subsidiaries or and (y) the Company and its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, cash flows, and cash flows changes in shareholders' equity, of (x) the Company and its Subsidiaries or and (y) the Company and its Restricted Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)) with respect to the financial statements of the Company and its Subsidiaries;
(b) Annual Statements -- C promptly, and in any event within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet sheets of (x) the Company and its Subsidiaries or and (y) the Company and its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, cash flows, and changes in shareholders' equity and cash flows equity, of (x) the Company and its Subsidiaries or and (y) the Company and its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, (x) in the case of the consolidated financial statements of the Company and its Restricted Subsidiaries referred to above, certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows and, (y) in the case of each of the consolidated financial statements of the Company and its Subsidiaries referred to above, accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b) with respect to the financial statements of the Company and its Subsidiaries;
(c) SEC and Other Reports C promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;
(d) Notice of Default or Event of Default C promptly, and in any event within five days after a Responsible Officer becoming aware of (i) the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto or (ii) the acceleration of any Note pursuant to Section 12.1 hereof, a written notice setting forth the principal amount of each Note so accelerated, the name of the holder thereof and the circumstances surrounding such acceleration;
(e) ERISA Matters C promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:
(i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or
(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or
(iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect;
(f) Notices from Governmental Authority C promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and
(g) Requested Information C with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of Notes, including, without limitation, quarterly and annual consolidating balance sheets and statements of income of the Company and its Subsidiaries (upon the request of a holder until such time, if any, as such request has been rescinded).
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a7.1 (a);
(b) Annual Statements -- - within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The For so long as the Series A Preferred Stockholders own at least fifty percent (50%) of the Series A Convertible Preferred Stock issued on the date hereof, the Company shall deliver furnish to each holder of Notes that is an Institutional Investorthe Series A Preferred Stockholders:
(a1) Quarterly Statements -- as soon as available and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company sixty (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i60) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the CompanyCompany (or such shorter period as may be prescribed by law or regulation with respect to annual filings on Form 10-K), duplicate copies of,
(i) a consolidated copy of the audited balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such year, and
(ii) consolidated fiscal year and the related audited statements of income, changes in shareholders' equity income and cash flows for the fiscal year, all prepared in reasonable detail, and certified by independent certified public accountants of recognized national standing as presenting fairly in all material respects the financial position of the Company and its Subsidiaries or its Restricted Subsidiaries for such yearapproved by the Board of Directors of the Company, including footnotes and setting forth in each case in comparative form the corresponding figures for the previous corresponding period of the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byconsistently applied;
(A2) an opinion thereon as soon as available and in any event within forty (40) days after the end of independent public accountants each fiscal quarter of recognized national standingthe Company (or such shorter period as may be prescribed by law or regulation with respect to quarterly filings on Form 10-Q) (other than the last quarter of each fiscal year), which opinion shall state a copy of the unaudited balance sheet of the Company as of the end of the quarter and the related unaudited statements of income and cash flows of the Company for the periods commencing at the end of the previous quarter and ending at the end of the quarter and commencing at the beginning of the fiscal year and ending at the end of the quarter, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in accordance with GAAP, consistently applied, subject only to year-end audit adjustments, except that such financial statements present fairlyneed not contain the notes required by GAAP, in all material respects, and certified by the principal financial position or accounting officer of the companies being reported upon Company and their accompanied by a narrative management discussion and analysis of the operating results and financial condition;
(3) within thirty (30) days after the end of operations each calendar month, a copy of the unaudited balance sheet of the Company as of the end of the month and the related unaudited statements of income and cash flows of the Company for the periods commencing at the end of the previous month and have been ending at the end of the month and commencing at the beginning of the fiscal year and ending at the end of the month, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in conformity accordance with GAAP, and consistently applied, subject only to year-end audit adjustments, except that the examination of such accountants in connection with such financial statements need not contain the notes required by GAAP, and certified by the principal financial or accounting officer of the Company and accompanied by a narrative management discussion and analysis of the operating results and financial condition;
(4) as soon as available and in any event no later than thirty (30) days after the first day of each fiscal year of the Company beginning after the date hereof, an annual operating plan and budget (including cash flow data) for the Company for the fiscal year, each prepared in reasonable detail, including monthly projections, as each operating plan and budget has been made approved by the Board of Directors of the Company;
(5) as soon as available, monthly updates to the information provided in accordance with generally accepted auditing standardssubsection (4) above;
(6) at least annually, letters from the Company’s independent accountants regarding the sufficiency of internal controls and that such audit provides other matters customarily addressed in “management letters;”;
(7) Within five days after receipt, a reasonable basis for such opinion in copy of any notification received by the circumstances,
Company regarding (i) any defaults on any material contracts, loans or leases to which the Company is a party or (ii) (A) any material litigation filed against the Company or (B) any overtly threatened litigation that the Company reasonably believes may be filed against the Company and may have a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any material adverse effect on the condition (financial or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditother), and
(C) in case such audited financial statements include the accounts business, results of Unrestricted Subsidiaries and all Unrestricted Subsidiariesoperations, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year ability to conduct business or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets properties of the Company and its Subsidiaries subsidiaries, taken as a whole; and
(8) promptly, from time to time, such other information (in writing if so required) regarding the assets and properties and operations, business affairs, profit and loss statements, budgets, initial projections and financial condition of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Company as Camden may reasonably request.
Appears in 1 contract
Samples: Stockholders Agreement (New Horizons Worldwide Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission Company shall be deemed permitted to satisfy the requirements of this Section 7.1(a)provide such deliveries electronically;
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Company shall be deemed permitted to satisfy the requirements of this Section 7.1(b)provide such deliveries electronically;
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- —within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- —within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied:
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant’s certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investorthe Noteholders:
(a) Quarterly Statements -- within 60 Within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period Company, copies of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of Company's quarterly report on form 10-Q for such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);.
(b) Annual Statements -- within 120 Within 90 days after the end of each fiscal year of the Company, duplicate copies of,
of (i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof thereof.
(it being understood c) Promptly upon their becoming available, unless otherwise publicly available on the EDGAR system, one copy of (i) each financial statement, report, notixx xx proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that such accountants shall not be liableare Material.
(d) Promptly, directly or indirectly, for and in any failure to obtain knowledge event within five days after a Responsible Officer becoming aware of the existence of any Default or Event of Default unless such accountants should have obtained knowledge or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in SECTION 11.01, a written notice specifying the nature and period of existence thereof in making an audit in accordance and what action the Company is taking or proposes to take with generally accepted auditing standards or did not make such an audit), andrespect thereto;
(Ce) Promptly, and in case such audited financial statements include any event within five days after a Responsible Officer becoming aware of any of the accounts of Unrestricted Subsidiaries following, a written notice setting forth the nature thereof and all Unrestricted Subsidiariesthe action, if taken any, that the Company or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as a single Subsidiarydefined in section 4043(b) of ERISA and the regulations thereunder, produced more than 10% for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of Consolidated Net Income for such fiscal year steps to institute, or the assets of all Unrestricted Subsidiaries exceeded 10% threatening by the PBGC of the consolidated institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect.
(f) Promptly, and in any event within 30 days of receipt thereof, copies of any notice to the Company or any Subsidiary from any federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and
(g) With reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries as or relating to the ability of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report Company to shareholders, if any, prepared pursuant to Rule 14a-3 perform its obligations hereunder and under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate Notes as from time to time may be reasonably requested by any of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Noteholders.
Appears in 1 contract
Samples: Subordinated Note Purchase Agreement (GMX Resources Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements QUARTERLY STATEMENTS -- within 60 sixty (60) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income earnings, shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments, provided PROVIDED that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements ANNUAL STATEMENTS -- within 120 one hundred five (105) days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of incomeearnings, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating , PROVIDED that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of copies of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The For so long as the Series B Preferred Stockholders own at least fifty percent (50%) of the Series B Convertible Preferred Stock issued on the date hereof, the Company shall deliver furnish to each holder the Series B Preferred Stockholders, and for so long as the Series C Preferred Stockholders own at least fifty percent (50%) of Notes that is an Institutional Investorthe Series C Convertible Preferred Stock issued on the date hereof, the Company shall furnish to the Series C Preferred Stockholders:
(a1) Quarterly Statements -- as soon as available and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company seventy-five (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i75) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the CompanyCompany (or such shorter period as may be prescribed by law or regulation with respect to annual filings on Form 10-K), duplicate copies of,
(i) a consolidated copy of the audited balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such year, and
(ii) consolidated fiscal year and the related audited statements of income, changes in shareholders' equity income and cash flows for the fiscal year, all prepared in reasonable detail, and certified by independent certified public accountants of recognized national standing as presenting fairly in all material respects the financial position of the Company and its Subsidiaries or its Restricted Subsidiaries for such yearapproved by the Board of Directors of the Company, including footnotes and setting forth in each case in comparative form the corresponding figures for the previous corresponding period of the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byconsistently applied;
(A2) an opinion thereon as soon as available and in any event within forty (40) days after the end of independent public accountants each fiscal quarter of recognized national standingthe Company (or such shorter period as may be prescribed by law or regulation with respect to quarterly filings on Form 10-Q) (other than the last quarter of each fiscal year), which opinion shall state a copy of the unaudited balance sheet of the Company as of the end of the quarter and the related unaudited statements of income and cash flows of the Company for the periods commencing at the end of the previous quarter and ending at the end of the quarter and commencing at the beginning of the fiscal year and ending at the end of the quarter, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in accordance with GAAP, consistently applied, subject only to year-end audit adjustments, except that such financial statements present fairlyneed not contain the notes required by GAAP, in all material respects, and certified by the principal financial position or accounting officer of the companies being reported upon Company and their accompanied by a narrative management discussion and analysis of the operating results and financial condition;
(3) within thirty (30) days after the end of operations each calendar month, a copy of the unaudited balance sheet of the Company as of the end of the month and the related unaudited statements of income and cash flows of the Company for the periods commencing at the end of the previous month and have been ending at the end of the month and commencing at the beginning of the fiscal year and ending at the end of the month, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in conformity accordance with GAAP, and consistently applied, subject only to year-end audit adjustments, except that the examination of such accountants in connection with such financial statements need not contain the notes required by GAAP, and certified by the principal financial or accounting officer of the Company and accompanied by a narrative management discussion and analysis of the operating results and financial condition;
(4) as soon as available and in any event no later than thirty (30) days after the first day of each fiscal year of the Company beginning after the date hereof, an annual operating plan and budget (including cash flow data) for the Company for the fiscal year, each prepared in reasonable detail, including monthly projections, as each operating plan and budget has been made approved by the Board of Directors of the Company;
(5) as soon as available, monthly updates to the information provided in accordance with generally accepted auditing standardssubsection (4) above;
(6) at least annually, letters from the Company’s independent accountants regarding the sufficiency of internal controls and that such audit provides other matters customarily addressed in “management letters”;
(7) Within five days after receipt, a reasonable basis for such opinion in copy of any notification received by the circumstances,
Company regarding (i) any defaults on any material contracts, loans or leases to which the Company is a party or (ii) (A) any material litigation filed against the Company or (B) any overtly threatened litigation that the Company reasonably believes may be filed against the Company and may have a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any material adverse effect on the condition (financial or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditother), and
(C) in case such audited financial statements include the accounts business, results of Unrestricted Subsidiaries and all Unrestricted Subsidiariesoperations, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year ability to conduct business or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets properties of the Company and its Subsidiaries subsidiaries, taken as a whole; and
(8) promptly, from time to time, such other information (in writing if so required) regarding the assets and properties and operations, business affairs, profit and loss statements, budgets, initial projections and financial condition of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Company as Camden may reasonably request.
Appears in 1 contract
Samples: Stockholders’ Agreement (New Horizons Worldwide Inc)
Financial and Business Information. The Each Constituent Company shall deliver to each holder of Notes that is an Institutional Investor:: Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc.
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the such Constituent Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated (and in the case of Petro Holdings consolidating) balance sheet sheets of the such Constituent Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated (and in the case of Petro Holdings consolidating) statements of income income, changes in shareholders' or partners' equity and cash flows of the such Constituent Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in the case of each case consolidated statement in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of such Constituent Company as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the such Constituent Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the such Constituent Company, duplicate copies of,:
(i) a consolidated (and in the case of Petro Holdings consolidating) balance sheet sheets of the such Constituent Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated (and in the case of Petro Holdings consolidating) statements of income, changes in shareholders' or partners' equity and cash flows of the such Constituent Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in the case of each case consolidated statement in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of Star Gas Partners, L.P. Note Purchase Agreement Petro Holdings, Inc. Petroleum Heat and Power Co., Inc. the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the such Constituent Company's Annual Report on Form 10-K for such fiscal year (together with the such Constituent Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (Company, other than the last quarterly fiscal period of each such fiscal yearyear (and, in any event, concurrently with the delivery to the lenders under the Credit Agreement), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the CompanyCompany (and, in any event, concurrently with the delivery to the lenders under the Credit Agreement), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by:
(A1) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with auditing standards generally accepted auditing standardsin the United States of America, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with auditing standards generally accepted auditing standards in the United States of America or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant’s certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C2) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- Statements—within 60 days after the end of each quarterly quar- terly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiar- ies as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding corre- sponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements state- ments generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-–Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- Statements—within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiar- ies, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) by an opinion thereon of independent certified public accountants account- ants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity con- formity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance accor- dance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed re- viewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants account- ants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance accor- dance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);,
Appears in 1 contract
Samples: Note Purchase Agreement
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of: Stepan Company Amended and Restated Note Agreement
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- Statements-- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whethercontaining substantially the following: "We have audited, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with auditing standards generally accepted auditing standards in the United States of America, the balance sheet of Stepan Company as of December 31, 20xx, and the related statements of income, stockholders' equity, and cash flows for the year then ended, and have issued our report Stepan Company Amended and Restated Note Agreement thereon. In connection with our audit, nothing came to our attention that caused us to believe that the Company failed to comply with the terms, covenants, provisions or did not make such an audit)conditions of Section 10.1, and
(C10.2(a)(iii) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% 10.6 of the consolidated assets Amended and Restated Note Agreement dated as of December 1, 2002, with the holders of the Notes stated therein (the "Noteholders") insofar as they relate to financial and accounting matters (except as hereinafter specified). However, our audit was not directed primarily toward obtaining knowledge of noncompliance with such Sections. This report is intended solely for the information and use of the boards of directors and management of Stepan Company and its Subsidiaries as of the last day of such fiscal yearNoteholders, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, and is not intended to be and should not be used by anyone other than these specified parties." provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
(c) Restricted Subsidiaries and Unrestricted Subsidiaries -- if, and so long as, the Company has (i) one or more Restricted Subsidiaries, the financial statements referred to in Section 7.1(a) and Section 7.1(b) shall be on a consolidated basis prepared in accordance with GAAP, or (ii) one or more Unrestricted Subsidiaries, the Company shall deliver to the holders of the Notes, promptly after receipt thereof, copies of balance sheets and income and surplus and cash flows statements of each such Subsidiary, prepared in accordance with GAAP, which are not included in the financial statements furnished pursuant to Section 7.1(b), in the form delivered to the Company for the fiscal year of each such Subsidiary;
Appears in 1 contract
Samples: Note Agreement (Stepan Co)
Financial and Business Information. The Company Guarantor shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a an unaudited consolidated balance sheet of the Company Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders' equity and cash flows of the Company Guarantor and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the CompanyGuarantor's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a3.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the CompanyGuarantor, duplicate copies of,:
(i) a consolidated balance sheet of the Company Guarantor and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company Guarantor and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the CompanyGuarantor's Annual Report on Form 10-K for such fiscal year (together with the CompanyGuarantor's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b3.1(b);
Appears in 1 contract
Samples: Guaranty Agreement (Libbey Inc)
Financial and Business Information. The Company Borrower shall deliver to each holder of Notes that is an Institutional Investor:the Lenders (including by delivery to the Administrative Agent for further distribution to the Lenders via the Platform or otherwise):
(a) Quarterly Statements -- Statements: commencing with the Fiscal Quarter ending September 30, 2023, within 60 sixty (60) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)first three Fiscal Quarters during any Fiscal Year, duplicate copies of
: (i) a an unaudited consolidated balance sheet of the Company Ultimate Parent and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
and (ii) the related unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company Ultimate Parent and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (other than in the case of the second and third quartersfirst quarter) for the portion of the fiscal year Fiscal Year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
; (b) Annual Statements -- Statements: (i) commencing with the Fiscal Year ending December 31, 2023, within 120 one hundred twenty (120) days after the end of each fiscal year of the Companysuch Fiscal Year, duplicate copies of,
: (iA) a consolidated balance sheet of each of the Company Ultimate Parent, the APAF Borrower, APAFII and its Subsidiaries or its Restricted APAFIII and their respective Subsidiaries as at the end of such year, and
and (iiB) the related consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Ultimate Parent, the APAF Borrower, APAFII and its Subsidiaries or its Restricted APAFIII and their respective Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit (other than (1) solely with respect to, or expressly resulting solely from, an upcoming maturity date under the documentation governing any Indebtedness or (2) any actual or prospective breach of any financial covenant contained in any Indebtedness permitted hereunder)) on which such opinion is based of independent public accountants of recognized national standing, which opinion shall state that such annual financial statements present fairly, in all material respects, the financial position of the companies being reported upon on and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
; and (Bii) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period unaudited consolidated balance sheet of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company APAG Borrower and its Subsidiaries as of at the last day end of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);and
Appears in 1 contract
Samples: Credit Agreement (Altus Power, Inc.)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days (or if sooner, on the date consolidated statements are required to be delivered to any other creditor of the Company) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated and a consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated and consolidating statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)) to provide consolidated financial statements so long as such Quarterly Report on Form 10-Q includes the consolidated financial statements identified in clauses (i) and (ii) above; provided further that such consolidating financial statements shall show the elimination of all Unrestricted Subsidiaries and the resultant consolidated financial statements of the Company and its Restricted Subsidiaries;
(b) Annual Statements -- - within 120 days (or if sooner, on the date consolidated statements are required to be delivered to any other creditor of the Company) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated and a consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and which consolidated financial statements shall be accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement , and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited which consolidating financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of shall be certified by a Senior Financial Officer containing calculations as fairly presenting, in reasonable detail deleting all material respects, the accounts financial position of all Unrestricted Subsidiaries the companies being reported on and their results of operations and cash flows, subject to changes resulting from such financial statements, year-end adjustments; provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b)) to provide consolidated financial statements so long as such Annual Report on Form 10-K includes the consolidated financial statements identified in clauses (i) and (ii) above; provided further that such consolidating financial statements shall show the elimination of all Unrestricted Subsidiaries and the resultant consolidated financial statements of the Company and its Restricted Subsidiaries;
Appears in 1 contract
Financial and Business Information. The Company Chateau shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)Chateau, duplicate copies of,
(i) a an unaudited consolidated balance sheet of the Company Chateau and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in stockholders' equity and cash flows of Chateau and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,
(iii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarter, and
(iv) unaudited consolidated statements of income, changes in stockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of Chateau or the Company, as the case may be, as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal year-end adjustments, provided that delivery within the time period specified above of copies of the CompanyChateau's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 7.1(a);
(b) Annual Statements -- Statements-- within 120 90 days after the end of each fiscal year of the CompanyChateau, duplicate copies of,
(i) a an audited consolidated balance sheet of the Company Chateau and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) audited consolidated statements of income, changes in shareholdersstockholders' equity and cash flows of Chateau and its Subsidiaries, for such year,
(iii) an audited consolidated balance sheet of the Company and its Subsidiaries, as at the end of such year, and CP Limited Partnership Amended and Restated Note Purchase Agreement
(iv) audited consolidated statements of income, changes in stockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the CompanyChateau's Annual Report on Form 10-K for such fiscal year (together with the CompanyChateau's annual report to shareholdersstockholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of clauses (i) and (ii) of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company Servicer shall deliver to each holder the Company, the Trustee, DCR, the Back-up Servicer or any Noteholder (and, upon the request of Notes that is an Institutional Investor:any Noteholder, to any prospective transferee of any Notes):
(a) Quarterly Statements -- within 60 45 days after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies ofServicer:
(i) a consolidated balance sheet of the Company Servicer and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries as at the end of such quarterquarter and as at the end of the corresponding quarter in the most recently completed fiscal year, and
(ii) consolidated statements of income income, retained earnings and cash flows flow of the Company Servicer and its Subsidiaries or its Restricted Subsidiaries, consolidated subsidiaries for such that quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures and for the corresponding periods in the previous prior fiscal year, all in reasonable detail, accompanied by a certificate signed by a principal financial officer of the Servicer stating that such financial statements present fairly the financial condition of the Servicer and its consolidated subsidiaries and have been prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)generally accepted accounting principles consistently applied;
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,Servicer:
(i) a consolidated balance sheet of the Company Servicer and its Subsidiaries or its Restricted Subsidiaries as consolidated subsidiaries, at the end of such that year, and
(ii) consolidated statements of income, changes in shareholders' equity retained earnings and cash flows flow of the Company Servicer and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries for such that year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) by an opinion thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall state standing stating that such financial statements present fairly, in all material respects, fairly the financial position condition of the companies being reported upon Servicer and their results of operations and cash flows its consolidated subsidiaries and have been prepared in conformity accordance with GAAPgenerally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and footnote), and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances,;
(Bc) Accountants' Certificates -- with each set of annual financial statements delivered pursuant to Section 3.4(b), a certificate of the accountants who certify such accountants financial statements, stating that they have reviewed this Servicing Agreement insofar as it relates to accounting matters, and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Servicer Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or a Servicer Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit)exists, and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and describing its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)nature;
Appears in 1 contract
Samples: Servicing Agreement (Sunterra Corp)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, ,and
(ii) unaudited consolidated statements of income income, changes in partners' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal, recurring year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- Statements-- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholderspartners' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp)
Financial and Business Information. The For so long as the Series B Preferred Stockholders own at least fifty percent (50%) of the Series B Convertible Preferred Stock issued on the date hereof, the Company shall deliver furnish to each holder of Notes that is an Institutional Investorthe Series B Preferred Stockholders:
(a1) Quarterly Statements -- as soon as available and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company seventy-five (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i75) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the CompanyCompany (or such shorter period as may be prescribed by law or regulation with respect to annual filings on Form 10-K), duplicate copies of,
(i) a consolidated copy of the audited balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such year, and
(ii) consolidated fiscal year and the related audited statements of income, changes in shareholders' equity income and cash flows for the fiscal year, all prepared in reasonable detail, and certified by independent certified public accountants of recognized national standing as presenting fairly in all material respects the financial position of the Company and its Subsidiaries or its Restricted Subsidiaries for such yearapproved by the Board of Directors of the Company, including footnotes and setting forth in each case in comparative form the corresponding figures for the previous corresponding period of the preceding fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byconsistently applied;
(A2) an opinion thereon as soon as available and in any event within forty (40) days after the end of independent public accountants each fiscal quarter of recognized national standingthe Company (or such shorter period as may be prescribed by law or regulation with respect to quarterly filings on Form 10-Q) (other than the last quarter of each fiscal year), which opinion shall state a copy of the unaudited balance sheet of the Company as of the end of the quarter and the related unaudited statements of income and cash flows of the Company for the periods commencing at the end of the previous quarter and ending at the end of the quarter and commencing at the beginning of the fiscal year and ending at the end of the quarter, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in accordance with GAAP, consistently applied, subject only to year-end audit adjustments, except that such financial statements present fairlyneed not contain the notes required by GAAP, in all material respects, and certified by the principal financial position or accounting officer of the companies being reported upon Company and their accompanied by a narrative management discussion and analysis of the operating results and financial condition;
(3) within thirty (30) days after the end of operations each calendar month, a copy of the unaudited balance sheet of the Company as of the end of the month and the related unaudited statements of income and cash flows of the Company for the periods commencing at the end of the previous month and have been ending at the end of the month and commencing at the beginning of the fiscal year and ending at the end of the month, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, prepared in conformity accordance with GAAP, and consistently applied, subject only to year-end audit adjustments, except that the examination of such accountants in connection with such financial statements need not contain the notes required by GAAP, and certified by the principal financial or accounting officer of the Company and accompanied by a narrative management discussion and analysis of the operating results and financial condition;
(4) as soon as available and in any event no later than thirty (30) days after the first day of each fiscal year of the Company beginning after the date hereof, an annual operating plan and budget (including cash flow data) for the Company for the fiscal year, each prepared in reasonable detail, including monthly projections, as each operating plan and budget has been made approved by the Board of Directors of the Company;
(5) as soon as available, monthly updates to the information provided in accordance with generally accepted auditing standardssubsection (4) above;
(6) at least annually, letters from the Company’s independent accountants regarding the sufficiency of internal controls and that such audit provides other matters customarily addressed in “management letters”;
(7) Within five days after receipt, a reasonable basis for such opinion in copy of any notification received by the circumstances,
Company regarding (i) any defaults on any material contracts, loans or leases to which the Company is a party or (ii) (A) any material litigation filed against the Company or (B) any overtly threatened litigation that the Company reasonably believes may be filed against the Company and may have a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any material adverse effect on the condition (financial or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditother), and
(C) in case such audited financial statements include the accounts business, results of Unrestricted Subsidiaries and all Unrestricted Subsidiariesoperations, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year ability to conduct business or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets properties of the Company and its Subsidiaries subsidiaries, taken as a whole; and
(8) promptly, from time to time, such other information (in writing if so required) regarding the assets and properties and operations, business affairs, profit and loss statements, budgets, initial projections and financial condition of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Company as Camden may reasonably request.
Appears in 1 contract
Samples: Stockholders’ Agreement (New Horizons Worldwide Inc)
Financial and Business Information. The Company shall will deliver in duplicate to each holder Purchaser, if at the time such Purchaser or such Purchaser's nominee holds any Notes (or if such Purchaser is obligated to purchase any Notes), and to each other Institutional Holder of Notes that is an Institutional Investoroutstanding Notes:
(a) Quarterly Statements -- Statements--as soon as practicable and in any event within 60 sixty (60) days after the end of each of the first three quarterly fiscal period periods in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
Company: (i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter and as at the end of the corresponding quarter in the most recently completed fiscal year and a consolidating balance sheet of the Company and its Subsidiaries as of the end of such quarter, and
and (ii) consolidated statements of income income, retained earnings and cash flows of the Company and its Subsidiaries or for that quarter and for the portion of the fiscal year ending with such quarter, and for the corresponding periods in the prior fiscal year and consolidating statements of income, retained earnings and cash flows of the Company and its Restricted Subsidiaries, Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in the statements of income for each case in comparative form fiscal period, the figures for specific dollar amounts of depreciation charged, lease rental expense and interest expense on Indebtedness, accompanied by a certificate signed by a principal financial officer of the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly Company stating that such financial statements generally, and certified by a Senior Financial Officer as present fairly presenting, in all material respects, the financial position condition of the companies being reported on upon and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q have been prepared in compliance accordance with generally accepted accounting principles consistently applied, with such adjustments as may be required to present fairly the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)financial statements therein contained;
(b) Annual Statements -- Statements--as soon as practicable and in any event within 120 one hundred twenty (120) days after the end of each fiscal year of the Company, duplicate copies of,:
(i) a consolidated and consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such that fiscal year, and
and (ii) consolidated and consolidating statements of income, changes in shareholders' equity retained earnings and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such that year, setting forth in each the case in comparative form of such consolidated financial statements, the figures for the previous fiscal yearyear in comparative form, all and setting forth in reasonable detailsuch statements of income, prepared in accordance with GAAPthe specific dollar amounts of depreciation charged, lease rental expense, and interest expense on Indebtedness, and accompanied by
(A) in the case of such consolidated financial statements by an opinion thereon of a firm of independent certified public accountants of recognized national standing, which opinion shall state standing stating that such financial statements present fairly, in all material respects, fairly the results of the operations and financial position condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis accounting principles consistently applied (except for such opinion changes in the circumstances,
(B) a certificate of application in which such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(bconcur);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company Reporting Entity shall deliver furnish to each holder of Notes that is an Institutional InvestorNotes:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Reporting Entity (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company Reporting Entity and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company Reporting Entity and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, ; provided that delivery within the time period specified above of copies of the Company's Reporting Entity’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 140 days after the end of each fiscal year of the CompanyReporting Entity, duplicate copies of,
(i) a consolidated balance sheet of the Company Reporting Entity and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity income and cash flows of the Company Reporting Entity and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement , and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Reporting Entity’s Annual Report on Form 10-K for such fiscal year (together with the Company's Reporting Entity’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (STERIS PLC)
Financial and Business Information. The Company shall deliver furnish to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year Stockholder owning at least 25% of the Company (other than number of shares of Common Stock they purchased on the last quarterly fiscal period date of each such fiscal year), duplicate copies ofthis Agreement:
(i) a consolidated balance sheet of the Company as soon as available and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
in any event within ninety (ii90) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a copy of the audited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such year, and
(ii) fiscal year and the related audited consolidated statements of income, cash flows and changes in shareholders' equity for the fiscal year, all prepared in reasonable detail, and certified by independent certified public accountants of recognized national standing as presenting fairly in all material respects the financial position of the Company and approved by the Board of Directors, including footnotes and setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year.
(ii) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter of the Company (other than the last quarter of each fiscal year) in the case of quarterly statements and within thirty (30) days after the close of each month of each fiscal year in the case of monthly statements, a copy of the unaudited consolidated balance sheet of the Company as of the end of the quarter or month and the related unaudited consolidated statements of income and cash flows of the Company for the periods commencing at the end of the previous quarter or month and its Subsidiaries ending at the end of the quarter or its Restricted Subsidiaries for such yearmonth and commencing at the beginning of the fiscal year and ending at the end of the quarter or month, setting forth in each case setting forth in comparative form the corresponding figures for the previous corresponding period of the preceding fiscal year and the figures for the period set forth in the operating plan and budget delivered by the Company pursuant to subsection (3) hereof;
(iii) as soon as available and in any event no later than forty-five (45) days prior to the first day of each fiscal year beginning after the date hereof, an annual operating plan and budget (including cash flow data) for the Company for the fiscal year, all each prepared in reasonable detail, prepared in accordance with GAAPwhich operating plan and budget shall have been, and accompanied byprior to such time, approved by the holder of a majority of the outstanding Equity Securities then held by the Stockholders;
(Aiv) an opinion thereon at least annually, letters from the Company’s independent accountants regarding the sufficiency of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, internal controls and other matters customarily addressed in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), “management letters”; and
(Cv) in case promptly, from time to time, such audited other information regarding the business, operations, financial statements include the accounts of Unrestricted Subsidiaries condition, prospects, assets, liabilities or properties (including, without limitation, Company federal, state and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets local tax returns) of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);any Stockholder may reasonably request.
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days (or if shorter 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated unaudited balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income operations, changes in net assets and cash flows flows, and schedules of investments of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments; setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, provided that delivery within all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the time period specified above of copies financial position of the Company's Quarterly Report companies being reported on Form 10and their results of operations and cash flows, subject to changes resulting from year-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)end adjustments;
(b) Annual Statements -- — within 120 105 days (or if shorter 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' equity net assets and cash flows flows, and schedules of investments of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,; CĪON Investment Corporation Note Purchase Agreement
(Bc) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)[Reserved];
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in partners' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth (commencing with the fiscal quarter ending December 31, 2000) in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies entities being reported on and their results of operations and cash flows, subject to changes resulting from normal, recurring year-end adjustments, provided that delivery within the time period specified above of copies of the CompanyMLP's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall shall, so long as the only material operating entity and other assets held by the MLP are, and the only material liabilities of the MLP are liabilities of, the Company (including for this purpose the Company's Subsidiaries) be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholderspartners' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth (commencing with the fiscal year ending December 31, 2001) in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Alliance Resource Partners Lp)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement , and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company during the term of this Agreement will, and (where applicable) will cause its Subsidiaries to, deliver to each holder of Notes the Purchasers (provided that is an Institutional Investor:the Company shall not deliver to the Purchasers any such information to the extent that the Purchaser have requested in writing to the Company that such information not be delivered to the Purchasers):
(a) Quarterly Statements -- As soon as practicable and in any event within 60 90 days after the end close of each quarterly fiscal period in each fiscal year of the Company (other than Company, beginning with the last quarterly fiscal period of each such current fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year and consolidated statements of operations, shareholders' equity and cash flows for the Company and its Subsidiaries for the fiscal year then added, certified by the chief executive officer or chief financial officer of the Company to be true and accurate in all material respects (it being understood by the parties hereto that the delivery to the Purchasers of the Company's annual report on Form 10-K will satisfy the requirements of this Sec tion 5.01(a));
(b) As soon as practicable and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated and consolidating balance sheet of Company and its Restricted Subsidiaries as at the end of such quarter, and
(ii) fiscal quarter and the related consolidated and consolidating statements of income operations, shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such fiscal quarter and (in for the case period from the beginning of the second and third quarters) for the portion of the current fiscal year ending with to the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, detail and certified by a Senior Financial Officer as the chief financial officer of Company that they fairly presenting, in all material respects, present the financial position condition of Company and its Subsidiaries as at the companies being reported on dates indicated and their the results of its operations and its cash flowsflows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, provided adjustments (it being understood by the parties hereto that the delivery within to the time period specified above of copies Purchasers of the Company's Quarterly Report quarterly report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to will satisfy the requirements of this Section 7.1(a5.01(b));
(bc) Annual Statements -- As soon as practicable and in any event within 120 45 days after the end of each fiscal year quarter of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a written certificate from the chief financial officer of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of Company certifying the Company's Annual Report on Form 10-K ratio of Indebtedness to Consolidated EBITDA for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);quarter.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Act Capital America Fund Lp)
Financial and Business Information. The Company shall So long as any Advance ---------------------------------- remains unpaid, or any Letter of Credit remains outstanding or any other Obligation remains unpaid, or any portion of the Commitment remains in force, Borrower and each Co-Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Banks) otherwise consents, at Borrower's and the Co-Borrowers' sole expense, deliver to each holder the Administrative Agent for distribution by it to the Banks, a sufficient number of Notes that is an Institutional Investorcopies for all of the Banks of the following:
(a) Quarterly Statements -- As soon as practicable, and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Fiscal Quarter (other than the last quarterly fiscal period of each such fiscal yearfourth Fiscal Quarter in any ----- ---- Fiscal Year), duplicate copies of
(i) a the consolidated and consolidating balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarterFiscal Quarter and the consolidated and consolidating statement of operations for such Fiscal Quarter, and
(ii) consolidated statements and its statement of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending Fiscal Year ended with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Quarter, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly . Such financial statements generally, and shall be certified by a Senior Financial Officer of Borrower as fairly presenting, in all material respects, presenting the financial position of the companies being reported on and their condition, results of operations and cash flowsflows of Borrower and its Subsidiaries in accordance with Generally Accepted Accounting Principles (other than footnote disclosures), consistently ----- ---- applied, as at such date and for such periods, subject only to changes resulting from year-normal year- end accruals and audit adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- As soon as practicable, and in any event within 120 45 days after the end of each fiscal year Fiscal Quarter, a Pricing Certificate setting forth a preliminary calculation of the CompanyLeverage Ratio as of the last day of such Fiscal Quarter, duplicate copies of,and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of Borrower for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof;
(c) As soon as practicable, and in any event within 105 days after the end of each Fiscal Year, (i) a the consolidated and consolidating balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) Fiscal Year and the consolidated and consolidating statements of incomeoperations, changes in shareholders' equity and cash flows flows, in each case of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form as at the figures end of and for the previous fiscal yearFiscal Year, all in reasonable detail, . Such financial statements shall be prepared in accordance with GAAPGenerally Accepted Accounting Principles, consistently applied, and such consolidated balance sheet and consolidated statements shall be accompanied by
(A) an opinion thereon by a report of one of the six largest public accounting firms in the United States of America or other independent public accountants of recognized national standingstanding selected by Borrower and reasonably satisfactory to the Requisite Banks, which opinion report shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been be prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or did exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Banks in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed Borrower's financial calculations as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.8 and 6.9, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not make such an audit), andcalculated by Borrower in the manner prescribed by this Agreement;
(Cd) As soon as practicable, and in case any event within 45 days after the commencement of each Fiscal Year, a budget and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next two succeeding Fiscal Years, including for the first such audited financial Fiscal Year, projected --------- consolidated balance sheets, statements include of operations and statements of cash flow and, for the second and third such Fiscal Years, projected consolidated condensed balance sheets and statements of operations and cash flows, of Borrower and its Subsidiaries, all in reasonable detail;
(e) Promptly after request by the Administrative Agent or any Bank, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the accounts or books of Unrestricted Subsidiaries and all Unrestricted Borrower or any of its Subsidiaries, if taken as a single Subsidiaryor any audit of any of them;
(f) Promptly after the same are available, produced more than 10% copies of Consolidated Net Income for such fiscal year each annual report, proxy or financial statement or other report or communication sent to the assets stockholders of Borrower, and copies of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company annual, regular, periodic and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report special reports and registration statements which Borrower may file or be required to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed file with the Securities and Exchange CommissionCommission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section;
(g) Promptly after request by the Administrative Agent or any Bank, copies of the Nevada "Regulation 6.090 Report" and "6-A Report";
(h) Promptly after request by the Administrative Agent or any Bank, copies of any other report or other document that was filed by Borrower or any of its Subsidiaries with any Governmental Agency (other ----- than any report regarding Tracinda Corporation or individuals associated ---- with Tracinda Corporation, Borrower and its Subsidiaries and their confidential business or financial information);
(i) As soon as practicable, and in any event within ten Banking Days after a Senior Officer of Borrower or any Co-Borrower becomes aware of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA) or (ii) "prohibited transaction" (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) in connection with any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than five Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower or any of its Subsidiaries is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(j) As soon as practicable, and in any event within two Banking Days after a Senior Officer of Borrower or any Co-Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying the nature and period of existence thereof, and, no more than two Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower or its Subsidiaries are taking or propose to take with respect thereto;
(k) Promptly upon a Senior Officer of Borrower or any Co-Borrower becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries that is $5,000,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor or lessor under a written credit agreement or material lease has asserted a default thereunder on the part of Borrower or any of its Subsidiaries, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease in excess of $25,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, (iv) any labor union has notified Borrower of its intent to strike Borrower or any of its Subsidiaries on a date certain and such strike would involve more than 100 employees of Borrower or its Subsidiaries, or (v) any Gaming Board has indicated its intent to consider or act upon a License Revocation or a fine or penalty of $1,000,000 or more with respect to Borrower or any of its Subsidiaries, a written notice describing the pertinent facts relating thereto and what action Borrower or its Subsidiaries are taking or propose to take with respect thereto;
(l) As soon as practicable, and in any event by the thirtieth day in the next following month, an operating revenue report for the preceding calendar month with respect to each operating casino property of Borrower and its Subsidiaries (including the Australia Companies), segmented for each such casino property and otherwise in a form reasonably acceptable to the Administrative Agent, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a written narrative statement discussing any significant trends reflected therein signed by a Senior Financial Officer described of Borrower;
(m) Promptly following any Senior Officer of Borrower or any Co- Borrower becoming aware of any change in clause the credit ratings assigned by Xxxxx'x or S&P to the credit facilities provided hereunder (Cwhether senior secured or senior unsecured) abovewritten notice of such change and, shall if the same will result in a revision to the Debt Rating, a revised Pricing Certificate setting forth the revised Debt Rating; and
(n) Such other data and information as from time to time may be deemed to satisfy reasonably requested by the requirements of this Section 7.1(b);Administrative Agent, any Bank (through the Administrative Agent) or the Requisite Banks.
Appears in 1 contract
Samples: Loan Agreement (MGM Grand Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery filing with the Securities and Exchange Commission within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with posted on its home page on the Securities and Exchange Commission worldwide web (at the date of this Agreement located at: http//xxx.xxxx.xxx) (such availability thereof being referred to as “Electronic Delivery”) shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that filing with the delivery Securities and Exchange Commission within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)) if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Old Dominion Freight Line Inc/Va)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) : Quarterly Statements -- within 60 forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) a , consolidated balance sheet sheets of the Company and its Subsidiaries or consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries Subsidiaries, as at the end of such quarter, and
(ii) and consolidated statements of income operations, stockholders'equity and cash flows of the Company and its Subsidiaries or consolidated Subsidiaries, and of the Company and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that that, so long as the Company shall not have any Unrestricted Subsidiaries, delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) ; Annual Statements -- within 120 ninety (90) days after the end of each fiscal year of the Company, duplicate copies of,
(i) , a consolidated balance sheet of the Company and its Subsidiaries or its Restricted consolidated Subsidiaries as at the end of such year, and
(ii) consolidated statements of incomeoperations, changes in shareholders' equity stockholders'equity and cash flows of the Company and its consolidated Subsidiaries for such year, and a condensed consolidating balance sheet, and condensed consolidating statements of operations and cash flows of the Company and its Subsidiaries or its setting forth, in each case, consolidating information sufficient to show the financial position and results of operations and cash flows of the Company and the Restricted Subsidiaries for such yearSubsidiaries, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
by in the case of the financial statements identified in the foregoing clauses (Ai) and (ii), an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) , and a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include provided that, so long as the accounts of Unrestricted Subsidiaries and all Company shall not have any Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate accountants'certificates described in clause clauses (A) and (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);; SEC and Other Reports -- promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the Company or any Restricted Subsidiary to public securities holders generally, and
(A) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Restricted Subsidiary with the Securities and Exchange Commission; and
(B) by facsimile only, all press releases and other statements made available generally by the Company or any Restricted Subsidiary to the public concerning developments that are Material; Audit Reports - as soon as practicable after receipt thereof by the Company or any Subsidiary, a copy of each other report submitted to the Company or any Subsidiary by its independent accountants in connection with any interim or special audit made by them of the books of the Company or any Subsidiary; Litigation -- within five (5) days after the Company obtains knowledge thereof, written notice of any pending or threatened (in writing) (i) litigation not fully covered by insurance or as to which an insurance company has not accepted liability or (ii) governmental proceeding, in each case against the Company or any Restricted Subsidiary, in which the damages sought exceed One Million Dollars ($1,000,000), individually or in the aggregate, or which otherwise could reasonably be expected to have a Material Adverse Effect; Notice of Default or Event of Default -- promptly, and in any event within five (5) days after a Responsible Officer shall become aware of the existence of any Default or Event of Default or that any Person has given any notice or taken any action with respect to a claimed default hereunder or that any Person has given any notice or taken any action with respect to a claimed default of the type referred to in Section 11(f), a written notice specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; Oil and Gas Reserve Reports -- promptly, and in any event no later than April 1 in each year, engineering reports in form and substance reasonably satisfactory to the Required Holders, certified by Xxxxxxx X. Xxxx & Associates, Inc. (or any other nationally or regionally recognized independent consulting petroleum engineers) as fairly and accurately setting forth the proven and producing, shut-in, behind-pipe, and undeveloped oil and gas reserves (separately classified as such) of the Company and its Restricted Subsidiaries as of January 1 of the year for which such reserve reports are furnished, the aggregate present value of the future net income with respect to such reserves discounted at a stated per annum annual discount rate, projections of the annual rate of production, gross income, and net income with respect to such proven and producing reserves, and information with respect to the "take-or-pay," "prepayment," and gas-balancing liabilities of the Company and its Restricted Subsidiaries; ERISA Matters -- promptly, and in any event within five (5) days after a Responsible Officer shall become aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto: with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or any event, transaction or condition that could result in the incurrence of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to have a Material Adverse Effect; Notices from Governmental Authority -- promptly, and in any event within thirty (30) days of receipt thereof, copies of any notice to the Company or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and Audited Financial Statements for Restricted Group -- with respect to any fiscal year of the Company as to which both of the following conditions would be satisfied:
(i) the assets of all Unrestricted Subsidiaries, determined on a combined basis as of the last day of such year, exceed 20% of the consolidated total assets of the Company and its consolidated Subsidiaries, and
(ii) the revenues of all Unrestricted Subsidiaries, determined on a combined basis for such fiscal year, exceed 20% of the consolidated revenues of the Company and its consolidated Subsidiaries, upon the written request of the Required Holders, the Company will deliver to each holder that is an Institutional Investor the same financial statements and opinion with respect to the Company and its Restricted Subsidiaries as is provided pursuant to clauses (i) and (ii) of Section 7.1(b) with respect to the Company and its consolidated Subsidiaries (such delivery to be made no later than the later of (x) the time delivery is made of the financial statements referred to in such clauses, if such request is made at least 60 days before such time, or (y) 60 days after such request is made). Requested Information -- with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of the Restricted Subsidiaries (including, without limitation, information regarding the impact of the occurrence of the year 2000 on the Company and the Restricted Subsidiaries and plans of the Company to address any such impact) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder including, without limitation, information required by 17 C.F.R. Section 230.144A, as amended from time to time. Officer's Certificate. Each set of financial statements delivered to a holder pursuant to Section 7.1(a) or Section 7.1(b) hereof shall be accompanied by a certificate of a Senior Financial Officer setting forth: Covenant Compliance -- the information (including detailed calculations) required in order to establish whether the Company was in compliance with the requirements of Sections 10.1 through 10.7, inclusive, during the quarterly or annual period covered by the statements then being furnished (including with respect to each such Section, where applicable, the calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Sections, and the calculation of the amount, ratio or percentage then in existence); and Event of Default -- a statement that such officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and the Subsidiaries from the beginning of the quarterly or annual period covered by the statements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists (including, without limitation, any such event or condition resulting from the failure of the Company or any Subsidiary to comply with any Environmental Law), specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto. Inspection. The Company shall permit the representatives of each holder that is an Institutional Investor: No Default -- if no Default or Event of Default then exists, at the expense of such holder (with respect to its travel and other out-of-pocket costs and compensation expenses of its representatives) upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and the Subsidiaries with the Company's officers, and (with the consent of the Company, which consent will not be unreasonably withheld) its independent public accountants and its independent petroleum engineers, and (with the consent of the Company, which consent will not be unreasonably withheld) to visit the other offices and properties of the Company and each Subsidiary, all at such reasonable times as may be reasonably requested in writing, provided that you shall be permitted to make only two inspections per calendar year pursuant to the provisions of this subsection (a) (without limitation of the inspection rights of any Other Purchaser); and Default -- if a Default or an Event of Default then exists, at the expense of the Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, independent public accountants and independent petroleum engineers (and by this provision the Company authorizes said accountants and engineers to discuss the affairs, finances and accounts of the Company and the Subsidiaries), all at such times and as often as may be requested. PREPAYMENT OF THE NOTES
Appears in 1 contract
Samples: Note Purchase Agreement (Seitel Inc)
Financial and Business Information. The Company From and after the date hereof, GRT shall deliver to the Purchaser and each holder of Notes that is an Institutional InvestorPreferred Shares so long as such Person owns any Preferred Shares or Common Shares:
(a) Quarterly Statements -- - as soon as practicable, and in any event within 60 50 days after the end close of each quarterly of the first three fiscal period in quarters of each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year)GRT, duplicate copies of
(i) a consolidated balance sheet sheet, statement of the Company income and its Subsidiaries or its Restricted Subsidiaries statement of cash flows of GRT (including any 31 37 consolidated subsidiaries) as at the end close of such quarter and covering operations for such quarter, as the case may be, and the portion of GRT's fiscal year ending on the last day of such quarter, and
all in reasonable detail and prepared in accordance with GAAP (ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) except for the portion absence of the fiscal year ending with such quarternotes and subject to audit and year-end adjustments), setting forth in each case in comparative form the figures for the corresponding periods in comparable period of the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days - as soon as practicable after the end of each fiscal year of the CompanyGRT, and in any event within 95 days thereafter, duplicate copies of,:
(i) a consolidated balance sheet sheets of the Company and its Subsidiaries or its Restricted Subsidiaries as GRT (including any consolidated subsidiaries) at the end of such year, ; and
(ii) consolidated statements of income, changes in shareholdersShareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries GRT (including any consolidated subsidiaries) for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standingstanding selected by GRT, which opinion shall state that such financial statements fairly present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows GRT (including any consolidated subsidiaries) on a consolidated basis and have been prepared in conformity accordance with GAAP, GAAP (except for changes in application in which such accountants concur) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 1 contract
Samples: Securities Purchase Agreement (Glimcher Realty Trust)
Financial and Business Information. The Company Companies shall deliver to each holder of Notes that is an Institutional InvestorHolder:
(a) Quarterly Statements -- promptly, and in any event, within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company Parent (other than excluding the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of:
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Parent as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, Parent for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, year all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generallyGAAP, and certified by a Senior the Chief Financial Officer of the Parent as fairly presenting, in all material respects, the financial position of the companies being reported on Companies and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided adjustments together with a written management discussion and analysis of the operations and financial condition of the Companies (it being agreed that delivery within the time period specified above of copies of the CompanyParent's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the foregoing requirements of this Section 7.1(a) to the extent the information contained in said Form 10-Q is duplicative of the requirements hereinabove);
(b) Annual Statements -- promptly, and in any event, within 120 90 days after the end of each fiscal year of the CompanyParent, duplicate copies a copy of,
, (i) a consolidated i)consolidated and consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Parent, as at the end of such year, and
and (ii) consolidated and consolidating statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Parent, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the companies being reported upon Companies and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement the financial covenants contained in Sections 8.1 through 8.5, inclusive, and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of DefaultDefault under such Sections, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditDefault), ; and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries a written management discussion and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% analysis of the consolidated assets operations and financial condition of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)Companies;
Appears in 1 contract
Financial and Business Information. The Company Parent shall deliver to each holder of Notes that is an Institutional InvestorInvestor (if any), provided that the Parent (as the case may be) shall have been notified of the identity of such holder and shall have been provided the proper address for notice:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Parent (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company Parent and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in stockholders' equity and cash flows of the Company Parent and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the CompanyParent's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)) with respect to the Parent;
(b) Annual Statements -- within 120 100 days after the end of each fiscal year of the CompanyCompany and the Parent, duplicate copies of,
(i) a consolidated balance sheet of the Company Parent and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company Parent and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the CompanyParent's Annual Report on Form 10-K for such fiscal year (together with the CompanyParent's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to Prudential and each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Schawk Inc)
Financial and Business Information. The From and after the date hereof, the Company shall deliver to each holder of Notes that is an Institutional Investorthe QIP Investors and Infoseek so long as (x) in the case of the QIP Investors, the QIP Investors beneficially own, in the aggregate, securities representing at least 5% of the outstanding voting securities of the Company and (y) in the case of Infoseek, Infoseek beneficially owns securities representing at least 5% of the outstanding voting securities of the Company:
(ai) Quarterly Monthly and quarterly Statements -- - as soon as practicable, and in any event within 60 10 days after the end close of each quarterly fiscal period in month of each fiscal year of the Company (other than in the last quarterly fiscal period case of monthly statements and 30 days after the close of each such of the first three fiscal year)quarters of each fiscal year of the Company in the case of quarterly statements, duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quartersheet, and
(ii) consolidated statements statement of income and statement of cash flows of the Company and its Subsidiaries any subsidiaries as at the close of such month or its Restricted Subsidiaries, quarter and covering operations for such quarter and (in month or quarter, as the case of the second may be, and third quarters) for the portion of the Company's fiscal year ending on the last day of such month or quarter, all in reasonable detail and prepared in accordance with such quarterGAAP, subject to audit and year-end adjustments, setting forth in each case in comparative form the figures for the corresponding periods in comparable period of the previous fiscal year, all . The Company shall also provide comparisons of each pertinent item to the budget referred to in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);subsection (iii) below.
(bii) Annual Statements -- within 120 days - as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, duplicate copies of,:
(i) a A. consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries or its Restricted Subsidiaries as any subsidiaries at the end of such year, ; and
(ii) B. consolidated and consolidating statements of income, changes in shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries any subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall state that such financial statements fairly present fairly, in all material respects, the financial position of the companies being reported upon Company and their results of operations and cash flows any subsidiaries on a consolidated basis and have been prepared in conformity accordance with GAAP, GAAP (except for changes in application in which such accountants concur) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances,, and the Company shall also provide comparisons of each pertinent item to the budget referred to in subsection (iii) below.
(Biii) a certificate Business Plan; Projections - no later than 10 days prior to the commencement of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period each fiscal year of the existence thereof (it being understood that such accountants shall not be liableCompany, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets annual business plan of the Company and its Subsidiaries as projections of operating results, prepared on a monthly basis, and a three year business plan of the last day Company and projections of such operating results. Within 45 days of the close of each semi-annual fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for , the Company shall provide the QIP Investors and Infoseek with an update of such fiscal year monthly projections. Such business plans, projections and updates shall contain such substance and detail and shall be in such form as will be reasonably acceptable to the QIP Investors.
(together iv) Audit Reports - promptly upon receipt thereof, one copy of each other financial report and internal control letter submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:Investor (and to each Purchaser during the period from the Execution Date through the Second Closing): Madison Gas and Electric Company Note Purchase Agreement
(a) Quarterly Statements -- — within 60 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted consolidated Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to unaudited quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on ’s Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 105 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Company’s Annual Report on Form 10‑K (the “Form 10‑K”) with the SEC regardless of whether the Company is subject to the filing requirements thereof) after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standardsthe standards of the Public Company Accounting Oversight Board, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if Madison Gas and Electric Company Note Purchase Agreement any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Madison Gas & Electric Co)
Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10‑Q (the “Form 10‑Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and
(iii) a consolidating balance sheet of the Parent Guarantor and its Subsidiaries or as at the end of such quarters and consolidating statements of income of the Parent Guarantor and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Parent Guarantor’s Form 10-Q 10‑Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC (but only so long as such Form 10‑Q includes the consolidating financial statements required hereby) shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Obligors shall be deemed to have made such delivery of such Form 10‑Q if any of them shall have timely made such Form 10‑Q available on “XXXXX” (or any successor filing system) and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxx.xxx) and shall have given each Purchaser prior notice of such availability on XXXXX (or any successor filing system) and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);
(b) Annual Statements -- — within 120 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10‑K (the “Form 10‑K”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of,
(i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries or for such year, and
(iii) an unaudited consolidating balance sheet of the Parent Guarantor and its Restricted Subsidiaries as at the end of such year and consolidating statements of income of the Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAPGAAP (except with respect to Section 7.1(b)(iii)), and except with respect to Section 7.1(b)(iii) accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Parent Guarantor’s Form 10-K 10‑K for such fiscal year (together with the Company's Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 14a‑3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with SEC (but only so long as such Form 10‑K includes the accountants' certificate described in clause (Bconsolidating financial statements required hereby) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Obligors shall be deemed to have made such delivery of such Form 10‑K if any of them shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Financial and Business Information. The Company and the Co-Issuers shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in stockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a8.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byaccompanied
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b8.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Drew Industries Incorporated)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:: 25
(a) Monthly Statements -- as soon as practicable and in any event within thirty days after the end of each calendar month, such financial information as may be required to be delivered to the Lenders pursuant to Section 7.1(c) of the Bank Credit Agreements;
(b) Quarterly Statements -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their consolidated results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(bc) Annual Statements -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their consolidated results of operations and cash 26 flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investorthe Debentures:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q QSB (or equivalent form applicable to the Company) prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a7.1 (a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K KSB (or equivalent form applicable to the Company) for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and,
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and
(iii) consolidated statements of cash flows of the Company and its Subsidiaries for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Monthly Reporting - within 30 days after the end of each fiscal month of the Company, a copy of:
(i) an unaudited consolidated balance sheet of the Company and its Restricted Subsidiaries as of the end of such month, and
(ii) the unaudited consolidated statements of income and cash flows of the Company and its Restricted Subsidiaries for such fiscal month and for the elapsed portion of the fiscal year ended with the last day of such fiscal month, setting forth in each case in comparative form the figures for the corresponding fiscal month in the previous fiscal year, all in reasonable detail.
(b) Quarterly Statements -- - within 60 50 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of:
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) the unaudited consolidated statements of income and cash flows of the Company and its Restricted Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarterquarter (including an explanation of any adjustments to such statements that will be necessary in order to compute Consolidated Net Income in accordance with clause (b) of the definition of such term), setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a6.1(b);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Securities Purchase Agreement (Westwood One Inc /De/)
Financial and Business Information. The Company USA shall deliver to each holder of Notes that is an Institutional Investorthe Noteholders:
(a) Quarterly Statements -- within 60 Within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period USA, copies of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company USA and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company USA and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of USA as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);.
(b) Annual Statements -- within 120 Within 90 days after the end of each fiscal year of the CompanyUSA, duplicate copies of,
of (i) a consolidated balance sheet of the Company USA and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company USA and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), andthereof.
(Cc) in case such audited financial statements include Within 20 days after the accounts end of Unrestricted Subsidiaries and all Unrestricted Subsidiarieseach calendar month, if taken as copies of (i) a single Subsidiary, produced more than 10% consolidated balance sheet of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company USA and its Subsidiaries as at the end of such month, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of USA and its Subsidiaries, for such month and for the portion of the last day of fiscal year ending with such month, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, a certificate of all in reasonable detail, prepared in accordance with GAAP applicable to monthly financial statements generally, and certified by a Senior Financial Officer containing calculations of USA as fairly presenting, in reasonable detail deleting all material respects, the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above position of the Company's Annual Report companies being reported on Form 10and their results of operations and cash flows, subject to changes resulting from year-K for end adjustments.
(d) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by USA or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such fiscal year (together with the Company's annual report to shareholdersholder), if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and each prospectus and all amendments thereto filed by USA or any Subsidiary with the Securities and Exchange CommissionCommission and of all press releases and other statements made available generally by USA or any Subsidiary to the public concerning developments that are Material.
(e) Promptly, and in any event within five days after a Responsible Officer of USA becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that USA or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in effect on the date hereof; or (ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by USA or any ERISA Affiliate of a notice from a Multi-employer Plan that such action has been taken by the PBGC with respect to such Multi-employer Plan; or (iii) any event, transaction or condition that could result in the incurrence of any liability by USA or any ERISA Affiliate pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of USA or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together with any other such liabilities or Liens then existing, could reasonably be expected to be Material.
(f) Promptly, and in any event within 30 days of receipt thereof, copies of any notice to USA or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be expected to have a Material Adverse Effect; and
(g) With reasonable promptness, such other data and information relating to the accountants' certificate described in clause (B) above business, operations, affairs, financial condition, assets or properties of USA or any of its Subsidiaries or relating to the ability of USA to perform its obligations hereunder and (if required) under the certificate Notes as from time to time may be reasonably requested by any of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Noteholder.
Appears in 1 contract
Samples: Note Purchase Agreement (Universal Seismic Associates Inc)
Financial and Business Information. The Company shall will deliver to each holder of Notes that is an Institutional Investor:
(a) : Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) , a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) and consolidated statements of income earnings and stockholders’ equity of the Company and its Subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and consolidated statements of cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and or (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position condition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) ; Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i) , a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) and consolidated statements of income, changes in shareholders' stockholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b); Unrestricted Subsidiaries -- if, at the time of delivery of any financial statements pursuant to Section 7.1(a) or (b), Unrestricted Subsidiaries account for more than 10% of (i) the consolidated total assets of the Company and its Subsidiaries reflected in the balance sheet included in such financial statements or (ii) the consolidated revenues of the Company and its Subsidiaries reflected in the consolidated statement of income included in such financial statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such financial statements and the related unaudited statements of income, stockholders’ equity and cash flows for such Unrestricted Subsidiaries for such period, together with consolidating statements reflecting all eliminations or adjustments necessary to reconcile such group financial statements to the consolidated financial statements of the Company and its Subsidiaries;
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal, recurring year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
(c) Unrestricted Subsidiaries -- in the event that one or more Unrestricted Subsidiaries shall either (i) own more than 10% of the total consolidated assets of the Company and its Subsidiaries, or (ii) account for more than 10% of the consolidated gross revenues of the Company and its Subsidiaries, determined in each case in accordance with GAAP, then, within the respective periods provided in Sections 7.1(a) and (b), above, the Company shall deliver to each holder of Notes that is an Institutional Investor, unaudited financial statements of the character and for the dates and periods as in said Sections 7.1(a) and (b) covering such group of Unrestricted Subsidiaries (on a consolidated basis), together with a consolidating statement reflecting eliminations or adjustments required to reconcile the financial statements of such group of Unrestricted Subsidiaries to the financial statements delivered pursuant to Sections 7.1(a) and (b);
(d) SEC and Other Reports -- in addition to the financial information provided pursuant to paragraphs (a) through (c) of this Section 7.1, promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by the Company or any Subsidiary with the Securities and Exchange Commission containing information of a financial nature and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are Material;
Appears in 1 contract
Financial and Business Information. The Company shall deliver deliver, and shall cause Sharyland to deliver, and shall use commercially reasonable efforts to cause each other Qualified Lessee (other than any Consolidated Qualified Lessee) to deliver, to each holder Holder of Notes (provided, that no default shall arise under this Section 7.1 as a result of the failure by a Qualified Lessee other than Sharyland to deliver financial statements and other documents in accordance with the requirements of an applicable Lease and such Lease is an Institutional Investor:terminated in accordance with Section 9.14 hereunder):
(a) Quarterly Statements -- — within 60 45 days after the end of each quarterly fiscal period in each fiscal calendar year of the Company such Person and its Subsidiaries (other than excluding the last quarterly fiscal period of each such fiscal calendar year), duplicate copies of
(i) a consolidated balance sheet sheets of the Company such Person and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis as at the end of such quarter, and
(ii) consolidated profit and loss statements of income and cash flows of the Company statements for such Person and its Subsidiaries or its Restricted Subsidiaries, on a consolidated basis for such quarter and (in the case of the second and third quarters) for the portion of the fiscal calendar year ending with such quarter, ,
(iii) setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal calendar year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of such Person as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 90 days after the end of each fiscal calendar year of the CompanyCompany and each Qualified Lessee (other than a Consolidated Qualified Lessee), as applicable, duplicate copies of,
(i) a consolidated balance sheet sheets of the Company such Person and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis as at the end of such year, ; and
(ii) consolidated statements of income, changes in shareholders' equity profit and loss statements and cash flows of the Company flow statements for such Person and its Subsidiaries or its Restricted Subsidiaries on a consolidated basis for such year, setting forth in each case in comparative form the figures for the previous fiscal calendar year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of Ernst & Young LLP or another independent public accountants accounting firm of nationally recognized national standingstanding selected by the Company or such Qualified Lessee (herein, the “Approved Accountant”), which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants the Approved Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants the Approved Accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of DefaultDefault (or, in the case of a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is a lessee), and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants the Approved Accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default (or, in the case of a Qualified Lessee, any default or event of default under the Lease under which such Qualified Lessee is a lessee) unless such accountants the Approved Accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company USA shall deliver to each holder of Notes that is an Institutional Investorthe Noteholders:
(a) Quarterly Statements -- within 60 Within 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period USA, copies of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company USA and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
and (ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company USA and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer of USA as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);.
(b) Annual Statements -- within 120 Within 90 days after the end of each fiscal year of the CompanyUSA, duplicate copies of,
of (i) a consolidated balance sheet of the Company USA and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company USA and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for from the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
, and (B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), andthereof.
(Cc) in case such audited financial statements include Within 20 days after the accounts end of Unrestricted Subsidiaries and all Unrestricted Subsidiarieseach calendar month, if taken as copies of (i) a single Subsidiary, produced more than 10% consolidated balance sheet of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company USA and its Subsidiaries as at the end of such month, and (ii) consolidated statements of income, changes in shareholders' equity and cash flows of USA and its Subsidiaries, for such month and for the portion of the last day of fiscal year ending with such month, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, a certificate of all in reasonable detail, prepared in accordance with GAAP applicable to monthly financial statements generally, and certified by a Senior Financial Officer containing calculations of USA as fairly presenting, in reasonable detail deleting all material respects, the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above position of the Company's Annual Report companies being reported on Form 10and their results of operations and cash flows, subject to changes resulting from year-K for end adjustments.
(d) Promptly upon their becoming available, one copy of (i) each financial statement, report, notice or proxy statement sent by USA or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such fiscal year (together with the Company's annual report to shareholdersholder), if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and each prospectus and all amendments thereto filed by USA or any Subsidiary with the Securities and Exchange CommissionCommission and of all press releases and other statements made available generally by USA or any Subsidiary to the public concerning developments that are Material.
(e) Promptly, together and in any event within five days after a Responsible Officer of USA becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that USA or an ERISA Affiliate proposes to take with respect thereto: (i) with respect to any Plan, any reportable event, as defined in section 4043(b) of ERISA and the accountants' certificate described regulations thereunder, for which notice thereof has not been waived pursuant to such regulations as in clause effect on the date hereof; or (B) above and (if requiredii) the certificate taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section 4042 of ERISA for the termination of, or the appointment of a Senior Financial Officer described trustee to administer, any Plan, or the receipt by USA or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by the PBGC with respect to such Multiemployer Plan; or (iii) any event, transaction or condition that could result in clause the incurrence of any liability by USA or any ERISA Affiliate pursuant to Title I or IV or ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of USA or any ERISA Affiliate pursuant to Title
(Cf) abovePromptly, shall and in any event within 30 days of receipt thereof, copies of any notice to USA or any Subsidiary from any Federal or state Governmental Authority relating to any order, ruling, statute or other law or regulation that could reasonably be deemed expected to satisfy have a Material Adverse Effect; and
(g) With reasonable promptness, such other data and information relating to the requirements business, operations, affairs, financial condition, assets or properties of this Section 7.1(b);USA or any of its Subsidiaries or relating to the ability of USA to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any of Noteholder.
Appears in 1 contract
Samples: Guaranty Agreement (Universal Seismic Associates Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- as soon as practicable and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a unaudited consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated and consolidating statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that that, at such times as the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- as soon as practicable and in any event within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated and unaudited consolidating balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated and unaudited consolidating statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied byand, in the case of the consolidated statements, accompanied
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whetherthat, in making the audit necessary for their auditreport on such financial statements, they have become aware obtained no knowledge of any condition or event that then constitutes a Default or an any Event of Default, andor, if they are aware that have obtained knowledge of any such condition Default or event then existsEvent of Default, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit); provided that, and
(Cat such times as the Company is subject to the reporting requirements of Section 13 or 15(d) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal yearExchange Act, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange CommissionSEC, together with the accountants' accountant's certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
(c) Annual Statements of Principal Operating Subsidiaries -- as soon as available, but not later than 120 days after the end of each fiscal year, a copy of the audited consolidated balance sheet of each of the Principal Operating Subsidiaries and their respective Subsidiaries (and any other Subsidiary the audited financial statements of which are delivered to other creditors of the Company, such Subsidiary being an "Additional Reporting Subsidiary") as at the end of such year and the related consolidated statements of income or operations, shareholders' equity and cash flows for such year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied in each case by the opinion of independent certified public accountants of recognized national standing which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position and the results of operations of the companies being reported on at the time and for the periods indicated in conformity with GAAP applied on a basis consistent with prior years. Such opinions shall not be qualified or limited because of a restricted or limited examination by such accountants of any material portion of any of the Principal Operating Subsidiaries' or any other Subsidiary's or Additional Reporting Subsidiary's records.
(d) Quarterly Statements of Principal Operating Subsidiaries -- as soon as available, but not later than 60 days after the end of each of the first three fiscal quarters of each fiscal year, a copy of the unaudited consolidated balance sheet of each of the Principal Operating Subsidiaries and its Subsidiaries and any Additional Reporting Subsidiary, respectively, as of the end of such quarter and the related consolidated statements of income, shareholders' equity and cash flows for the period commencing on the first day and ending on the last day of such quarter, certified by a Responsible Officer as fairly presenting, in all material respects, in accordance with GAAP (subject to ordinary, good faith year-end audit adjustments), the financial positions and the results of operations of each of the companies being reported on at the time and for the periods indicated;
Appears in 1 contract
Financial and Business Information. The Company Borrower shall deliver to the Administrative Agent and to each holder of Notes that is an Institutional Investorthe Lenders the following:
(a) Quarterly Financial Statements -- and Covenant Reports Such data, reports, statements and information, financial or otherwise, as the Administrative Agent may reasonably request (except for information for which an attorney/client privilege has been reasonably claimed or asserted by the Borrower) with sufficient copies for all Lenders, including, without limitation:
(i) within 60 forty-five (45) days after the end of each of the first three quarterly fiscal period accounting periods in each fiscal year of the Company (other than Borrower, the last quarterly consolidated statement of operations of the Borrower and its Subsidiaries for such quarter and for the expired portion of the fiscal period year ending with the end of each such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year), duplicate copies of
(i) a consolidated and the balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, andsetting forth in comparative form the corresponding figures as at the end of the corresponding period of the previous fiscal year, all on a consolidated and consolidating basis, in reasonable detail and certified by the chief financial officer or vice president of finance of the Borrower to have been prepared in accordance with GAAP (without footnotes);
(ii) within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated statements statement of income operations of the Borrower for such year, the balance sheet of the Borrower as at the end of such fiscal year and a statement of cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter fiscal year, all on a consolidated and consolidating basis (in the case statement of the second and third quarters) for the portion of the fiscal year ending with such quartercash flows to be consolidated only), setting forth in each case in comparative form the corresponding figures for as at the corresponding periods in end of the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, audited and certified without qualifications, except those which are acceptable to the Administrative Agent, (as to the consolidated statements) by a Senior Financial Officer as fairly presentingindependent public accountants of recognized standing, in all material respectsselected by the Borrower and satisfactory to the Administrative Agent, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, have been prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of such independent public accountants shall also certify without qualifications except those which are acceptable to the Administrative Agent that in making the examinations necessary to their certification mentioned above they have reviewed the terms of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, this Agreement and the financial position accounts and conditions of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that Borrower during the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, accounting period covered by the certificate and that such audit provides a reasonable basis for such opinion in review did not disclose the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware existence of any condition or event that then which constitutes a Default or an Event of DefaultDefault (or if such conditions or events existed, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditdescribing them), ; and
(Ciii) in case such audited financial statements include the accounts by March 1 of Unrestricted Subsidiaries each year an internally prepared budget of projected expenses and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income revenues for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 90 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a the audited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated related statements of incomeoperations, changes in shareholders' net assets or stockholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of reported on by KPMG LLP or other independent public accountants of recognized national standing, which opinion shall state standing to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position of the companies being reported upon condition and their results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that, the requirements set forth in this clause (a) may be fulfilled by providing to the holders of the Notes that are Institutional Investors the report of the Company to the SEC on Form 10-K for the applicable fiscal year;
(b) Quarterly Statements —within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Company, the consolidated balance sheet and related statements of operations, changes in net assets or stockholders’ equity and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities or balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report Company as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that, the requirements set forth in this clause (b) may be fulfilled by providing to the holders of the Notes that are Institutional Investors the report of the Company to the SEC on Form 10-K Q for such fiscal year the applicable quarterly period;
(together with c) [Reserved];
(d) [Reserved];
(e) [Reserved];
(f) Audit Reports — promptly upon receipt thereof, copies of all significant reports submitted by the Company's annual report ’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Company or any of its Subsidiaries delivered by such accountants to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with management or Board of Directors of the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)Company;
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in partners’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from normal, recurring year-end adjustments, provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' partners’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' accountant’s certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp)
Financial and Business Information. The Company shall deliver to you, if at the time you or your nominee holds any Note, and to each other institutional holder of Notes that is an Institutional Investorthe then outstanding Notes:
(ai) Quarterly Statements -- within 60 days as soon as practicable after the end of each the first, second and third quarterly fiscal period periods in each fiscal year of the Company Company, and in any event within sixty (other than the last quarterly fiscal period of each such fiscal year)60) days thereafter, duplicate two (2) copies of:
(ia) a consolidated balance sheet sheets of the Company and its Subsidiaries or its consolidated Subsidiaries, and the Company and the Restricted Subsidiaries Subsidiaries, as at the end of such quarter, and
(iib) consolidated statements of income and cash flows of the Company and its Subsidiaries or its consolidated Subsidiaries, and the Company and the Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, detail and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on complete and their results of operations and cash flowscorrect, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies by a principal financial officer of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(bii) Annual Statements -- within 120 days as soon as practicable after the end of each fiscal year of the Company, and in any event within ninety (90) days thereafter, duplicate copies of,:
(ia) a consolidating and consolidated balance sheet sheets of the Company and its Subsidiaries or its consolidated Subsidiaries, and the Company and the Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(iib) consolidating and consolidated statements of income, changes in shareholdersmembers' equity and cash flows of the Company and its Subsidiaries or its consolidated Subsidiaries, and the Company and the Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared satisfactory in accordance with GAAP, and accompanied byscope to the Required Holders and
(A) except in the case of the consolidating statements which may be certified as complete and correct by a principal financial officer of the Company, accompanied by an opinion thereon thereon, satisfactory in scope and substance to the Required Holders, of independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity accordance with GAAP, generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and which are noted in the financial statements) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances,
(B) a certificate statement from such independent certified public accountants that such consolidating statements were prepared using the same work papers as were used in the preparation of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit)consolidated statements, and
(C) in case such audited a certification by a principal financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets officer of the Company (in scope and its Subsidiaries as of substance satisfactory to the last day of Required Holders) that such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor consolidating and filed with the Securities consolidated statements are true and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b)correct;
Appears in 1 contract
Samples: Note Purchase Agreement (National Consumer Cooperative Bank /Dc/)
Financial and Business Information. The Company So long as Borrowers are indebted to Lender and the Revolving Credit has not been terminated, Borrowers shall deliver to each holder of Notes that is an Institutional InvestorLender the following:
(a) Quarterly Financial Statements -- and Collateral Reports - in addition to such other data, reports, statements and information, financial or otherwise, as are already prepared in the ordinary course of Borrowers' business, as Lender may request, Borrowers shall provide the following: (i) a borrowing base certificate in a form acceptable to Lender on the first Business Day of each week, or more frequently as Lender may request, which shall include, but not be limited to, a report of sales, credits issued and collections received; (ii) reports of sales, collections, adjustments and all other information pertaining to Accounts, on the first Business Day of each week (iii) monthly accounts receivable and payable aging schedules within 60 twenty (20) days of the end of each calendar month, including reports of sales, credits issued, collections received and the amount of credit insurance for such accounts; (iv) internally prepared monthly financial state- ments for Borrowers on a consolidated basis, certified by Staff Builders' chief financial officer within forty-five (45) days of the end of each calendar month; (v) annual projections, profit and loss statements, balance sheets and cash flow reports on a consolidated basis (presented on a monthly basis) for the succeeding fiscal year within thirty (30) days before the end of each of Borrowers' fiscal years; (vi) annual certified financial statements for Borrowers from their independent certified public accountants on a consolidated basis, acceptable to Lender within ninety (90) days after the end of each quarterly of Borrowers' fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, years; and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Loan and Security Agreement (Staff Builders Inc /De/)
Financial and Business Information. The From and after the date hereof, the Company shall deliver to each holder the Investor so long as the Investor beneficially owns securities representing at least 5% of Notes that is an Institutional Investorthe outstanding voting securities of the Company:
(ai) Monthly and Quarterly Statements -- - as soon as practicable, and in any event within 60 10 days after the end close of each quarterly fiscal period in month of each fiscal year of the Company (other than in the last quarterly fiscal period case of monthly statements and 30 days after the close of each such of the first three fiscal year)quarters of each fiscal year of the Company in the case of quarterly statements, duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quartersheet, and
(ii) consolidated statements statement of income and statement of cash flows of the Company and its Subsidiaries any subsidiaries as at the close of such month or its Restricted Subsidiaries, quarter and covering operations for such quarter and (in month or quarter, as the case of the second may be, and third quarters) for the portion of the Company's fiscal year ending on the last day of such month or quarter, all in reasonable detail and prepared in accordance with such quarterGAAP, subject to audit and year-end adjustments, setting forth in each case in comparative form the figures for the corresponding periods in comparable period of the previous fiscal year, all . The Company shall also provide comparisons of each pertinent item to the budget referred to in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);subsection (iii) below.
(bii) Annual Statements -- within 120 days - as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, duplicate copies of,:
(i) a A. consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries or its Restricted Subsidiaries as any subsidiaries at the end of such year, ; and
(ii) B. consolidated and consolidating statements of income, changes in shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries any subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, detail and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standingstanding selected by the Company, which opinion shall state that such financial statements fairly present fairly, in all material respects, the financial position of the companies being reported upon Company and their results of operations and cash flows any subsidiaries on a consolidated basis and have been prepared in conformity accordance with GAAP, GAAP (except for changes in application in which such accountants concur) and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that accordingly included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as were considered necessary in the circumstances,, and the Company shall also provide comparisons of each pertinent item to the budget referred to in subsection (iii) below.
(Biii) a certificate Business Plan; Projections - no later than 10 days prior to the commencement of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period each fiscal year of the existence thereof (it being understood that such accountants shall not be liableCompany, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets annual business plan of the Company and its Subsidiaries as projections of operating results, prepared on a monthly basis, and a three year business plan of the last day Company and projections of such operating results. Within 45 days of the close of each semi-annual fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for , the Company shall provide the Investor with an update of such fiscal year monthly projections.
(together iv) Audit Reports - promptly upon receipt thereof, one copy of each other financial report and internal control letter submitted to the Company by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 1 contract
Financial and Business Information. The So long as any of the Series Q Bonds are outstanding, the Company shall deliver to each holder of Notes Series Q Bonds that is an Institutional Investor:
(a) Quarterly Statements -- — (i) within 60 90 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(iA) a an unaudited consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(iiB) unaudited consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter,
(ii) within 90 days after the end of each quarterly fiscal period in each fiscal year of Unitil (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(A) an unaudited consolidated balance sheet of Unitil and its Subsidiaries or as at the end of such quarter, and
(B) unaudited consolidated statements of income, changes in shareholders’ equity and cash flows of Unitil and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Unitil’s Quarterly Report on Form 10-Q (the “Form 10-Q”) prepared in material compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of Section 7.1(a)(ii), provided, further, that the Company shall be deemed to have made such delivery of such Form 10-Q if Unitil shall have timely made such Form 10-Q available on XXXXX or on its home page on the worldwide web (at the date of this Section 7.1(aAgreement located at xxxx://xxx.xxxxxx.xxx) (such availability being referred to as “Electronic Delivery”);; Unitil Energy Systems, Inc. Bond Purchase Agreement
(b) Annual Statements -- — (i) within 120 days after the end of each fiscal year of the Company, duplicate copies of,:
(iA) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(iiB) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, ; and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall So long as any Advance remains unpaid, or any other Obligation remains unpaid, or any portion of any of the Commitments remains in force, Borrower shall, unless the Administrative Agent (with the written approval of the Requisite Lenders) otherwise consents, at Borrower’s sole expense, deliver to each holder the Administrative Agent for distribution by it to the Lenders, a sufficient number of Notes that is an Institutional Investorcopies for all of the Lenders of the following:
(a) Quarterly Statements -- within 60 Within forty-five (45) days after the end of each quarterly fiscal period in each fiscal year of the Company Fiscal Quarter (other than each Fiscal Quarter ending December 31, for which the last quarterly fiscal period of each such fiscal yearshall be sixty (60) days), duplicate copies of
(i) a the consolidated balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) Fiscal Quarter and the consolidated statements of income income, operations and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter Fiscal Quarter, and (in the case of the second and third quarters) for the portion of the fiscal year ending Fiscal Year ended with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal yearFiscal Quarter, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly . Such financial statements generally, and shall be certified by a Senior Financial Officer the president or chief financial officer of Borrower as fairly presenting, in all material respects, presenting the financial position of the companies being reported on and their condition, results of operations and cash flowsflows of Borrower and its Subsidiaries in accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to changes resulting from normal year-end accruals and audit adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);.
(b) Annual Statements -- within 120 Within ninety (90) days after the end of each fiscal year of Fiscal Year, the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) Fiscal Year and the consolidated statements of income, changes in shareholders' operations, stockholders’ equity and cash flows flows, in each case of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all in reasonable detail, . Such financial statements shall be prepared in accordance with GAAP, consistently applied, and such consolidated financial statements shall be accompanied by
(A) an opinion thereon by a report of independent public accountants of recognized national standingstanding selected by Borrower and reasonably satisfactory to the Requisite Lenders, which opinion report shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been be prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or did not make such an auditexceptions.
(c) Within forty-five (45) days after the end of each Fiscal Quarter (other than each Fiscal Quarter ending December 31, for which the period shall be sixty (60) days), and
(C) in case such audited financial statements include the accounts a Pricing Certificate setting forth a calculation of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries Adjusted EBITDA as of the last day of such fiscal yearFiscal Quarter for the Rolling Period then ended, and providing reasonable detail as to the calculation thereof, which calculations in the case of the fourth Fiscal Quarter in any Fiscal Year shall be based on the preliminary unaudited financial statements of Borrower and its Subsidiaries for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of Adjusted EBITDA from such preliminary calculation, a certificate revised Pricing Certificate setting forth the actual calculation thereof;
(d) Not later than thirty (30) days prior to the commencement of each Fiscal Year, a Senior Financial Officer containing calculations budget and projection of Borrower and its Subsidiaries by Fiscal Quarter for the four (4) Fiscal Quarters of that Fiscal Year, in reasonable detail deleting detail;
(e) Within five (5) Banking Days after distribution to Borrower’s shareholders, copies of all financial statements and reports that Borrower sends to its shareholders generally;
(f) Promptly after request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to Borrower by independent accountants in connection with the accounts or books of all Unrestricted Subsidiaries from such financial statementsBorrower, provided that the delivery within the time period specified above or any of the Company's Annual Report on Form 10-K for such fiscal year its Subsidiaries, or any audit of any of them;
(together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Actg) prepared in accordance with the requirements therefor and filed Within five (5) Banking Days after filing with the Securities and Exchange Commission, together copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower or any of its Subsidiaries, and copies of all annual, regular, periodic and special reports and registration statements which Borrower or any of its Subsidiaries may file or be required to file with the accountants' certificate described in clause (BSecurities and Exchange Commission under Section 13 or 15(d) above of the Securities Exchange Act of 1934, as amended, and (if required) not otherwise required to be delivered to the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed Lenders pursuant to satisfy the requirements other provisions of this Section 7.1(b7.1;
(h) Promptly after request by Lender, copies of any other report or other document that was filed by Borrower, with any Governmental Agency;
(i) Promptly upon a Senior Officer of Borrower becoming aware, and in any event within five (5) Banking Days after becoming aware, of the occurrence of any (i) “reportable event” (as such term is defined in Section 4043 of ERISA, but excluding such events as to which the PBGC has by regulation waived the requirement therein contained that it be notified within thirty days of the occurrence of such event) or (ii) non-exempt “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) involving any Pension Plan or any trust created thereunder, telephonic notice specifying the nature thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrower is taking or proposes to take with respect thereto, and, when known, any action taken by the Internal Revenue Service with respect thereto;
(j) Within two (2) Banking Days after a Senior Officer of Borrower becomes aware of the existence of any condition or event which constitutes a Default or Event of Default (or, in the case of the covenants contained in Sections 6.14, 6.15 and 6.16, will constitute an Event of Default on the date of measurement of such covenants), telephonic notice specifying the nature and period of existence thereof, and, no more than two (2) Banking Days after such telephonic notice, written notice again specifying the nature and period of existence thereof and specifying what action Borrower is taking or proposes to take with respect thereto;
(k) Promptly upon a Senior Officer of Borrower becoming aware that (i) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries that is $250,000 or more in excess of the amount thereof that is fully covered by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $250,000 or more or any lessor under a lease involving aggregate rent of $250,000 or more has asserted a default thereunder on the part of Borrower or any of its Subsidiaries or, (iii) any Person has commenced a legal proceeding with respect to a claim against Borrower or any of its Subsidiaries under a contract that is not a credit agreement or material lease with respect to a claim of in excess of $250,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice describing the pertinent facts relating thereto and what action Borrower and its Subsidiaries are taking or propose to take with respect thereto; and
(l) Such other data and information as from time to time may be reasonably requested by the Administrative Agent or the Requisite Lenders.
Appears in 1 contract
Financial and Business Information. The From and after the Effective Date, the Company shall deliver furnish to each holder Company Stockholder holding, together with Affiliates, at least one percent (1%) of Notes the Equity Securities of the Company (on an as-if-converted, Common Stock-equivalent basis), the following materials, information and inspection rights as and when required in accordance with this Section 6.2; provided, however that is an Institutional Investorthe materials listed in Section 6.2(c) below, shall only be furnished to the Qualifying Holders:
(a) Quarterly Statements -- as soon as available and in any event within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company one hundred twenty (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i120) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated copy of the audited balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at of the end of such fiscal year and the related audited statements of income and cash flows for the fiscal year, andall prepared in reasonable detail, and certified by independent certified public accountants of recognized standing approved by the Board and by the Audit Committee, presenting fairly in all material respects the financial position of the Company and approved by the Audit Committee, including footnotes and setting forth in comparative form the corresponding figures for the corresponding period of the preceding fiscal year, subject to the applicable requirements of generally accepted accounting principles;
(iib) consolidated as soon as available and in any event within forty five (45) days after the end of each fiscal quarter of the Company (other than the last quarter of each fiscal year) a copy of the unaudited balance sheet of the Company as of the end of the quarter and the related unaudited statements of income, changes in shareholders' equity income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the periods commencing at the end of the previous quarter and ending at the end of the quarter and commencing at the beginning of the fiscal yearyear and ending at the end of the quarter, along with an updated capitalization table showing all in reasonable detail, prepared in accordance with GAAP, issued and accompanied byoutstanding Equity Securities certified to be accurate by the Chief Financing Officer of the Company;
(Ac) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, no later than thirty (30) days prior to the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware end of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of forward looking operating plan and comprehensive operating plan and budget forecasting the Company’s anticipated revenues (if any), expenses and cash position on a Senior Financial Officer containing calculations in reasonable detail deleting month-to-month basis for the accounts of upcoming fiscal year as approved by the Board (the “Operating Plan”) and all Unrestricted Subsidiaries other management information reports as the Qualifying Holders may reasonably request from such financial statementstime to time, provided that the delivery within the time period specified above including any amendments, modifications and/or supplements to any of the Company's Annual Report on Form 10-K for such fiscal year foregoing; and
(together with d) upon reasonable, advanced written notice stating the purpose thereof, access to the Company's annual report ’s facilities and personnel during the usual hours of business for a purpose reasonably related to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of such Company Stockholder’s status as a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);Company Stockholder.
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional InvestorNotes:
(a) Quarterly Statements -- - AS SOON AS AVAILABLE AND IN ANY event -------------------- within 60 45 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income and cash flows of the Company CONSOLIDATED STATEMENTS OF INCOME, SHAREHOLDERS EQUITY AND CASH FLOWS OF THE COMPANY and its Restricted Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the consolidated figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- as soon as available and in any event within ----------------- 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and,
(ii) consolidated statements of income, changes in shareholders' shareholders equity and cash flows of the Company and its Restricted Subsidiaries or for such year, and
(iii) if available other than pursuant to requirements of this Agreement, a consolidating balance sheet of the Company and its Restricted Subsidiaries as of the end of such year and the related consolidating statements of income, shareholders equity and cash flows of the Company and its Restricted Subsidiaries for such year, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall (x) state that such consolidated financial statements present fairlyfairly , in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,circumstances and (y) be free of qualifications (other than any qualifications relating to consistency, or relating to any inconsistency with GAAP, that may result from a change in the method used to prepare such financial statements and as to which such accountants concur), and
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of the existence of any condition or event that then constitutes a Default or an Event of Default, andDefault or, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Federated Investors Inc /Pa/)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies a copy of:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Otter Tail Corporation Note Purchase Agreement Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on Company and its Subsidiaries and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies a copy of,:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Company and its Subsidiaries and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver cause to be delivered to Prudential and each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each quarterly fiscal period in each fiscal year of the Company Trust (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated unaudited balance sheet of the Company Trust and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated unaudited statements of income income, changes in shareholders’ equity and cash flows of the Company Trust and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end year‑end adjustments, provided that delivery within the time period specified above of copies of the Company's Trust’s Quarterly Report on Form 10‑Q (the “Form 10-Q Q”) prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a) as to the Trust, provided, further, that the Trust shall be deemed to have made such delivery of such Form 10-Q if it shall have timely made such Form 10-Q available on “XXXXX” and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxxx.xxx) and shall have given each holder of a Note prior notice of such availability on XXXXX and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);
(b) Annual Statements -- — within 120 100 days (or such shorter period as is the date by which such financial statements are required to be delivered under any Material Credit Facility or the date on which such corresponding financial statements are delivered under any Material Credit Facility if such delivery occurs earlier than such required delivery date) after the end of each fiscal year of the CompanyTrust, duplicate copies of,
(i) a consolidated audited balance sheet of the Company Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated audited statements of income, changes in shareholders' ’ equity and cash flows of the Company Trust and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon (without a -24- “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Trust’s Annual Report on Form 10‑K (the “Form 10-K K”) for such fiscal year (together with the Company's Trust’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange ActAct of 1934) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) aboveSEC, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Trust shall be deemed to have made such delivery of such Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Ramco Gershenson Properties Trust)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in stockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position condition of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position condition of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, Commission shall be deemed to satisfy the requirements of this Section 7.1(b);
(c) Unrestricted Subsidiaries -- if, at the time of delivery of any financial statements pursuant to Section 7.1(a) or (b), Unrestricted Subsidiaries account for more than 10% of (i) the consolidated total assets of the Company and its Subsidiaries reflected in the balance sheet included in such financial statements or (ii) the consolidated revenues of the Company and its Subsidiaries reflected in the consolidated statement of income included in such financial statements, an unaudited balance sheet for all Unrestricted Subsidiaries taken as whole as at the end of the fiscal period included in such financial statements and the related unaudited statements of income, stockholders' equity and cash flows for such Unrestricted Subsidiaries for such period, together with consolidating statements reflecting all eliminations or adjustments necessary to reconcile such group financial statements to the consolidated financial statements of the Company and its Subsidiaries;
Appears in 1 contract
Financial and Business Information. The Company Bank for periods for which it or a parent holding company makes periodic filings with the OTS or the Securities and Exchange Commission, in accordance with procedures of the Depository, shall deliver or cause to be delivered to each holder Beneficial Holder of Notes that is an Institutional Investorthe Debentures:
(ai) Quarterly Statements -- within 60 days as soon as practicable after the end of each quarterly fiscal period in each fiscal year of the Company Bank (other than the last quarterly fiscal period of each such fiscal year), duplicate copies ofand in any event within 45 days thereafter:
(ia) a consolidated balance sheet statement of financial condition of the Company Bank and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries, as at the end of such quarter, and
and (iib) consolidated statements of income and operations, cash flows and shareholders' equity of the Company Bank and its Subsidiaries or its Restricted Subsidiariesconsolidated subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case case, in comparative form form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable generally accepted accounting principles, but in such detail as is customarily applied to quarterly financial statements generallystatements, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on complete and their results of operations and cash flowscorrect, subject to changes resulting from year-end adjustments, provided by a Senior Financial Officer, and accompanied by the certificate required by Section 5M; provided, that delivery within the time period specified above of copies of the CompanyBank's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission (and any successor agency) (the "Commission") within the time period specified above shall be deemed to satisfy the requirements of this Section 7.1(a5K(i) so long as such quarterly report contains or is accompanied by the information and certificates specified in this Section 5K(i);.
(bii) Annual Statements -- within 120 days as soon as practicable after the end of each fiscal year of the CompanyBank, duplicate copies of,
and in any event within 90 days thereafter (ia) a consolidated balance sheet statements of financial condition of the Company Bank and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries, as at the end of such year, and
and (iib) consolidated and consolidating statements of incomeoperations, changes in cash flows and shareholders' equity and cash flows of the Company Bank and its Subsidiaries or its Restricted Subsidiaries consolidated subsidiaries, for such year, setting forth in the case of each case consolidated financial statement, in comparative form form, the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), accounting principles; and
(Ciii) in case such audited promptly upon their becoming available, (a) each financial statements include statement, report, notice or proxy statement sent by the accounts of Unrestricted Subsidiaries and all Unrestricted SubsidiariesBank or any Subsidiary to stockholders generally, if taken as a single Subsidiary(b) each regular or periodic report (including, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal yearwithout limitation, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on each Form 10-K for such fiscal year (together K, Form 10-Q and Form 8-K), any registration statement which shall have become effective, and each final prospectus and all amendments thereto filed by the Bank or any Subsidiary with the Company's annual Commission, and (c) each regular or periodic report to shareholders(including, if anywithout limitation, prepared pursuant to Rule 14a-3 under each call report) filed by the Exchange Act) prepared in accordance Bank or any Subsidiary with the requirements therefor FDIC, or the OTS (and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(bany similar agency or successor agency);.
Appears in 1 contract
Financial and Business Information. The Company Borrower shall deliver or cause to each holder of Notes that is an Institutional Investorbe delivered to Agent and Lenders the following:
(a) Quarterly Financial Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each and Collateral Reports: such fiscal year)data, duplicate copies ofreports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
within ninety (ii90) consolidated statements of income and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of Borrower, the Companyconsolidated and consolidating income and cash flow statements of Borrower and its Subsidiaries for such year, duplicate copies of,
(i) a and the consolidated and consolidating balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, and audited by an independent public accounting firm acceptable to Lender, and unqualifiedly certified to have been prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, this Agreement and the financial position accounts and conditions of Borrower during the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that accounting period covered by the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, certificate and that such audit provides a reasonable basis for such opinion in review did not disclose the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware existence of any condition or event that then which constitutes a Default or an Event of DefaultDefault (or if such conditions or events existed, anddescribing them) together with copies of any management letters provided by such accountants to management of Borrower;
(ii) within forty five (45) days after the end of each calendar quarter, if they are aware that any the consolidated and consolidating income and cash flow statements of Borrower and its Subsidiaries for such condition or event then exists, specifying quarter and for the nature and period expired portion of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or ending with the assets end of all Unrestricted Subsidiaries exceeded 10% such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated assets and consolidating balance sheet of the Company Borrower and its Subsidiaries as at the end of such quarter, setting forth in comparative form the corresponding figures as at the end of the last day corresponding periods of such the previous fiscal year, a certificate of a Senior Financial Officer containing calculations all in reasonable detail deleting and certified by Borrower's chief financial officer to have been prepared from the accounts books and records of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year Borrower; and
(iii) together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 financial statements required under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (Ca)(i) above, shall be deemed Borrower's annual consolidated financial statement projections for the up coming five-year period, in form and substance satisfactory to satisfy the requirements of this Section 7.1(b);Agent.
Appears in 1 contract
Financial and Business Information. The Company Borrower shall deliver to the Administrative Agent and to each holder of Notes that is an Institutional Investorthe Lenders the following:
(a) Quarterly Financial Statements -- and Covenant Reports Such data, reports, statements and information, financial or otherwise, as the Administrative Agent may reasonably request (except for information for which an attorney/client privilege has been reasonably claimed or asserted by the Borrower) with sufficient copies for all Lenders, including, without limitation:
(i) within 60 forty-five (45) days after the end of each of the first three quarterly fiscal period accounting periods in each fiscal year of the Company (other than Borrower, the last quarterly consolidated statement of operations of the Borrower and its Subsidiaries for such quarter and for the expired portion of the fiscal period year ending with the end of each such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year), duplicate copies of
(i) a consolidated and the balance sheet of the Company Borrower and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, andsetting forth in comparative form the corresponding figures as at the end of the corresponding period of the previous fiscal year, all on a consolidated and consolidating basis, in reasonable detail and certified by the chief financial officer of the Borrower to have been prepared in accordance with GAAP (without footnotes);
(ii) within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated statements statement of income operations of the Borrower for such year, the balance sheet of the Borrower as at the end of such fiscal year and a statement of cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter fiscal year, all on a consolidated and consolidating basis (in the case statement of the second and third quarters) for the portion of the fiscal year ending with such quartercash flows to be consolidated only), setting forth in each case in comparative form the corresponding figures for as at the corresponding periods in end of the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable audited and unqualifiedly certified (as to quarterly financial statements generallythe consolidated statements) by independent public accountants of recognized standing, selected by the Borrower and certified by a Senior Financial Officer as fairly presentingsatisfactory to the Administrative Agent, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 days after the end of each fiscal year of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, have been prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, this Agreement and the financial position accounts and conditions of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that Borrower during the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, accounting period covered by the certificate and that such audit provides a reasonable basis for such opinion in review did not disclose the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware existence of any condition or event that then which constitutes a Default or an Event of DefaultDefault (or if such conditions or events existed, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an auditdescribing them), ; and
(Ciii) in case such audited financial statements include the accounts by March 1 of Unrestricted Subsidiaries each year an internally prepared budget of projected expenses and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income revenues for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);.
Appears in 1 contract
Samples: Loan Agreement (CSS Industries Inc)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a an unaudited consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries subsidiaries as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, changes in shareholders' equity and cash flows of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries, subsidiaries for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, adjustments provided that delivery within the time period specified above of copies of the CompanyParent Guarantor's Quarterly Report on Form 10-Q (or Quarterly Information Form to the extent that such form sets forth financial and other information which is substantially similar to the information required to be set forth in Form 10-Q) prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission or the Ontario Securities Commission, as the case may be, shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of,
(i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries subsidiaries, as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, circumstances provided that the delivery within the time period specified above of the CompanyParent Guarantor's Annual Report on Form 10-K (or Annual Information Form to the extent that such form sets forth financial and other information which is substantially similar to the information required to be set forth in Form 10-K) for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act or similar provisions of the Ontario Securities Act) , as the case may be, prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission or the Ontario Securities Commission, together with as the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) abovecase may be, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Samples: Note Purchase Agreement (Zemex Corp)
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company Trust (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i) a an unaudited consolidated balance sheet of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries) as at the end of such quarter, and
(ii) unaudited consolidated statements of income income, cash flow and cash flows trust unitholders’ equity of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries, ) for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the consolidated financial position of the companies Trust being reported on and their the results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- — within 120 days after the end of each fiscal year of the CompanyTrust, duplicate copies of,
(i) a consolidated balance sheet of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries), as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' cash flow and trust unitholders’ equity and cash flows of the Company Trust (on a consolidated basis with respect to the Trust and its Subsidiaries or its Restricted Subsidiaries Subsidiaries), for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by:
(A1) an opinion a report thereon of a firm of independent public chartered accountants of recognized national standing, which opinion shall state international standing selected by the Trust to the effect that such financial statements present fairly, in all material respects, the consolidated financial position of the companies being reported upon Trust and its Subsidiaries and their consolidated results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, standards and that included such audit provides a reasonable basis for tests of the accounting records and such opinion other auditing procedures as said accountants deemed necessary in the circumstances,, and
(B2) a certificate of such accountants stating that they have reviewed this Agreement and stating further whetherthat, in making the audit necessary for their auditreport on such financial statements, they have become aware obtained no knowledge of any condition a failure by the Company to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement, or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then existshave obtained knowledge of a failure to comply with the financial covenants contained in Sections 10.1, 10.2 and 10.3 of this Agreement, specifying the nature and period of the existence thereof (it being understood and agreed that such accountants shall not be liable, directly or indirectly, for any liable to anyone by reason of their failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together failure to comply with the Company's annual report to shareholdersfinancial covenants contained in Sections 10.1, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor 10.2 and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements 10.3 of this Section 7.1(bAgreement);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- - within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of:
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii2) consolidated statements of income income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial -15- Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- - within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,:
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii2) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company Obligors shall deliver to each Purchaser and each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 45 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Parent Guarantor’s Quarterly Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof) after the end of each quarterly fiscal period in each fiscal year of the Company Parent Guarantor (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, and
(iii) a consolidating balance sheet of the Parent Guarantor and its Subsidiaries or as at the end of such quarters and consolidating statements of income of the Parent Guarantor and its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Parent Guarantor’s Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC (but only so long as such Form 10-Q includes the consolidating financial statements required hereby) shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Obligors shall be deemed to have made such delivery of such Form 10-Q if any of them shall have timely made such Form 10-Q available on “XXXXX” (or any successor filing system) and on its home page on the worldwide web (at the date of this Agreement located at: http//xxx.xxx.xxx) and shall have given each Purchaser prior notice of such availability on XXXXX (or any successor filing system) and on its home page in connection with each delivery (such availability and notice thereof being referred to as “Electronic Delivery”);
(b) Annual Statements -- — within 120 90 days (or such shorter period as is 15 days greater than the period applicable to the filing of the Parent Guarantor’s Annual Report on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Parent Guarantor is subject to the filing requirements thereof) after the end of each fiscal year of the CompanyParent Guarantor, duplicate copies of,
(i) a consolidated balance sheet of the Company Parent Guarantor and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company Parent Guarantor and its Subsidiaries or for such year, and
(iii) an unaudited consolidating balance sheet of the Parent Guarantor and its Restricted Subsidiaries as at the end of such year and consolidating statements of income of the Parent Guarantor and its Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAPGAAP (except with respect to Section 7.1(b)(iii)), and except with respect to Section 7.1(b)(iii) accompanied by
(A) by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based) of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Parent Guarantor’s Form 10-K for such fiscal year (together with the Company's Parent Guarantor’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with SEC (but only so long as such Form 10-K includes the accountants' certificate described in clause (Bconsolidating financial statements required hereby) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b), provided, further, that the Obligors shall be deemed to have made such delivery of such Form 10-K if any of them shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Financial and Business Information. The Company shall will maintain, and cause each of its Subsidiaries to maintain, a system of accounting established in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. The Company during the term of this Agreement will, and (where applicable) will cause its Subsidiaries to, deliver to each holder of Notes the Purchasers (provided that is an Institutional Investor:the Company shall not deliver to the Purchasers any such information to the extent that the Purchaser have requested in writing to the Company that such information not be delivered to the Purchasers):
(a) Quarterly Statements -- As soon as practicable and in any event within 60 90 days after the end close of each quarterly fiscal period in each fiscal year of the Company (other than Company, beginning with the last quarterly fiscal period of each such current fiscal year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year and consolidated statements of operations, shareholders' equity and cash flows for the Company and its Subsidiaries for the fiscal year then added, certified by the chief executive officer or chief financial officer of the Company to be true and accurate in all material respects (it being understood by the parties hereto that the delivery to the Purchasers of the Company's annual report on Form 10-K will satisfy the requirements of this Section 5.01(a));
(b) As soon as practicable and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year, the consolidated and consolidating balance sheet of Company and its Restricted Subsidiaries as at the end of such quarter, and
(ii) fiscal quarter and the related consolidated and consolidating statements of income operations, shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such fiscal quarter and (in for the case period from the beginning of the second and third quarters) for the portion of the current fiscal year ending with to the end of such fiscal quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, detail and certified by a Senior Financial Officer as the chief financial officer of Company that they fairly presenting, in all material respects, present the financial position condition of Company and its Subsidiaries as at the companies being reported on dates indicated and their the results of its operations and its cash flowsflows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, provided adjustments (it being understood by the parties hereto that the delivery within to the time period specified above of copies Purchasers of the Company's Quarterly Report quarterly report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to will satisfy the requirements of this Section 7.1(a5.01(b));
(bc) Annual Statements -- As soon as practicable and in any event within 120 45 days after the end of each fiscal year quarter of the Company, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii) consolidated statements of income, changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a written certificate from the chief financial officer of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of Company certifying the Company's Annual Report on Form 10-K ratio of Indebtedness to Consolidated EBITDA for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);quarter.
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes and Warrants that is an Institutional Investor:
(a) Quarterly Statements -- within 60 45 days after the end of each quarterly fiscal period quarter in each fiscal year Fiscal Year of the Company (other than the last quarterly fiscal period quarter of each such fiscal yearFiscal Year), duplicate copies of
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted consolidated Subsidiaries as at the end of such fiscal quarter, and,
(ii) consolidated statements of income and income, cash flows and changes in shareholders' equity of the Company and its Subsidiaries or its Restricted consolidated Subsidiaries, for such fiscal quarter and (in the case of the second and third quarters) for the portion of the fiscal year Fiscal Year ending with such fiscal quarter, setting forth in each case in comparative form and
(iii) unaudited summary consolidating balance sheets and income statements as at the figures end of such fiscal quarter and for the corresponding periods in portion of the previous Fiscal Year ending with such fiscal yearquarter, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, flows (subject to changes resulting from year-end adjustments, provided that delivery within ) and setting forth in each case in comparative form the time period specified above of copies of consolidated figures for the Company's Quarterly Report on Form 10-Q prepared corresponding periods in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a)previous Fiscal Year;
(b) Annual Statements -- within 120 90 days after the end of each fiscal year Fiscal Year of the Company, commencing with the Fiscal Year ending on July 3, 1999, duplicate copies of,
(i) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted consolidated Subsidiaries as at the end of such year, andFiscal Year,
(ii) consolidated statements of income, cash flows and changes in shareholders' equity and cash flows of the Company and its Subsidiaries or its Restricted consolidated Subsidiaries for such yearFiscal Year, setting forth in each case in comparative form and
(iii) unaudited summary consolidating balance sheets and income statements as at the figures end of and for the previous fiscal yearsuch Fiscal Year, all in reasonable detail, prepared in accordance with GAAPGAAP and setting forth in each case, commencing in July 3, 1999, in comparative form the consolidated figures for the previous Fiscal Year, and accompanied by
(Aa) an opinion thereon of independent public accountants of recognized national standing, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAPGAAP (except for such changes in such principles with which such public accountants shall have concurred), and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, and
(Bb) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof THE EXISTENCE THEREOF (it being IT BEING understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(bDefault);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each holder of Notes that is an Institutional Investor:
(a) Quarterly Statements -- within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of,
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii2) consolidated statements of income income, stockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments, provided that delivery within the time period specified above of copies of the Company's Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(a);
(b) Annual Statements -- within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, as at the end of such year, and
(ii2) consolidated statements of income, changes in shareholdersstockholders' equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries Subsidiaries, for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(Ai) an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 7.1(b), and
(Bii) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's Annual Report on Form 10-K for such fiscal year (together with the Company's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, shall be deemed to satisfy the requirements of this Section 7.1(b);
Appears in 1 contract
Financial and Business Information. The Company shall deliver to each Purchaser and each holder of Notes a Note that is an Institutional Investor:
(a) Quarterly Statements -- — within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly fiscal period of each such fiscal year), duplicate copies of
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such quarter, and
(ii2) consolidated statements of income income, changes in shareholders’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries, for such quarter and (in the case of the second and third quarters) for the portion of the fiscal year ending with such quarter, setting forth in each case in comparative form the figures for the corresponding periods in the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP applicable to quarterly financial statements generally, and certified by a Senior Financial Officer as fairly presenting, in all material respects, the financial position of the companies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustmentsadjustments and the absence of footnotes, provided that delivery within the time period specified above of copies of the Company's ’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Securities and Exchange Commission SEC shall be deemed to satisfy the requirements of this Section 7.1(a), provided, further, that the Company shall be deemed to have made such delivery of such Quarterly Report on Form 10-Q if it shall have timely made such Quarterly Report on Form 10-Q available on “XXXXX” and available through the Company’s website (at the Execution Date located at: http//xxx.xx.xxx) (such availability thereof being referred to as “Electronic Delivery”);
(b) Annual Statements -- — within 120 105 days after the end of each fiscal year of the Company, duplicate copies of,
(i1) a consolidated balance sheet of the Company and its Subsidiaries or its Restricted Subsidiaries as at the end of such year, and
(ii2) consolidated statements of income, changes in shareholders' ’ equity and cash flows of the Company and its Subsidiaries or its Restricted Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, prepared in accordance with GAAP, and accompanied by
(A) by an opinion thereon of independent public accountants of recognized national standing, which opinion shall not contain a “going concern” or scope or like limitation and shall state that such financial statements present fairly, in all material respects, the financial position of the companies being reported upon and their results of operations and cash flows and have been prepared in conformity with GAAP, and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances,
(B) a certificate of such accountants stating that they have reviewed this Agreement and stating further whether, in making their audit, they have become aware of any condition or event that then constitutes a Default or an Event of Default, and, if they are aware that any such condition or event then exists, specifying the nature and period of the existence thereof (it being understood that such accountants shall not be liable, directly or indirectly, for any failure to obtain knowledge of any Default or Event of Default unless such accountants should have obtained knowledge thereof in making an audit in accordance with generally accepted auditing standards or did not make such an audit), and
(C) in case such audited financial statements include the accounts of Unrestricted Subsidiaries and all Unrestricted Subsidiaries, if taken as a single Subsidiary, produced more than 10% of Consolidated Net Income for such fiscal year or the assets of all Unrestricted Subsidiaries exceeded 10% of the consolidated assets of the Company and its Subsidiaries as of the last day of such fiscal year, a certificate of a Senior Financial Officer containing calculations in reasonable detail deleting the accounts of all Unrestricted Subsidiaries from such financial statements, provided that the delivery within the time period specified above of the Company's ’s Annual Report on Form 10-K for such fiscal year (together with the Company's ’s annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Exchange Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, together with the accountants' certificate described in clause (B) above and (if required) the certificate of a Senior Financial Officer described in clause (C) above, SEC shall be deemed to satisfy the requirements of this Section 7.1(b), provided further, that the Company shall be deemed to have made such delivery of such Annual Report on Form 10-K if it shall have timely made Electronic Delivery thereof;
Appears in 1 contract
Samples: Note Purchase Agreement (Mettler Toledo International Inc/)
