Common use of Financial Information and Reporting Clause in Contracts

Financial Information and Reporting. The Company shall cause to be furnished to each Holder of at least Two Million Dollars ($2,000,000) in principal amount of Notes or any holder of the Warrants exercisable into at least two million (2,000,000) Shares (a "MAJOR HOLDER"): (a) Within five (5) business days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, any proxy statements and any Current Reports on Form 8-K, any filings made pursuant to the Securities Act and any amendments of any of the foregoing (it being understood that, should the Company no longer be required to file such reports, that the Company shall provide the information specified in Sections 7.1(a) and (b) of the Credit Agreement with such certificates required therein also addressed to Purchasers); and (b) within three (3) day after release, copies of all press releases issued by the Company or any of its subsidiaries; (b) As soon as practicable and, in any event, within ninety (90) days after the end of each of the Company's fiscal years, beginning with the fiscal year ending December 31, 2001, a written statement of such Company's independent certificated public accountant that in performing its audit such accountant has not obtained knowledge of any Event of Default or disclosing all Events of Default of which it has obtained knowledge; (c) Together with the delivery of the Company's 10-Q and 10-K or such other reports required to be delivered under this Agreement, a certificate of the Company executed by an authorized officer of the Company stating whether any Event of Default or any event which, with the passage of time or giving of notice or both, would constitute such an Event of Default currently exists and is continuing and what action, if any, the Company and/or any of its subsidiaries is taking or propose to take with respect thereto; (d) Within thirty (30) days after the end of each month, an unaudited income statement and balance sheet for and as of the end of such month, in reasonable detail, setting forth a comparison to the annual budget and year-to-date statements, all in the form reasonably prepared for the internal use of senior management of the Company as well as access to all other financial reports provided to management, including so-called "ARC Corporate Dashboard", "management dashboard", "Resources coming off Project", "Field Service Dashboard Metrics", "Cashflow Forecast Daily Detail" and "run-off" reports; (e) Within thirty (30) days after the commencement of each fiscal year, an annual budget prepared on a monthly basis for the Company and its subsidiaries for such fiscal year displaying anticipated statements of income and cash flows, and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets, and within thirty days after any monthly period in which there is a material adverse deviation from the annual budget, an officer's certificate explaining the deviation and what actions the Company has taken and proposes to take with respect thereto; (f) All other financial statements and reports as are required to be delivered to the senior lenders under the Credit Agreement at the same time such reports are delivered to such senior lenders; and (g) Promptly (but in any event within five business days) after the occurrence of a Material Adverse Effect or a prepayment event under the Note, written notice thereof. The Company further agrees to promptly provide to each Major Holder any information with respect to the Company, its properties, its financial condition, its business or a Purchaser's investment (or to provide access to same) and to make available its officers, employees and accountants to discuss the foregoing matters as a Major Holder may reasonably request. Each Major Holder understands that some of the information furnished to it pursuant to this Section 7.4 may not be available to the public, and includes confidential information and agrees that it will make all reasonable efforts to keep all information so furnished to it pursuant to this Section 7.4 confidential and will make no use or disclosure to other persons of such information until such information shall have become public; PROVIDED, HOWEVER, that it shall not be precluded from making disclosure regarding such information (i) to its counsel, accountants or other professional advisors, (ii) to any lender to the Company, (iii) in connection with the enforcement of any rights hereunder or under the Investment Agreements, (iv) as required by law or applicable regulation or (v) to its members, managers and investment advisors, to any parents or corporate affiliates or to any prospective purchaser of Securities (so long as such person agrees to keep such information confidential in accordance with this Section 7.4).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Wynnchurch Capital Partners Lp), Securities Purchase Agreement (Alternative Resources Corp)

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Financial Information and Reporting. The Company shall cause to be furnished to each Holder of at least Two Million Dollars ($2,000,000) in principal amount of Notes or any holder of the Warrants exercisable into at least two million (2,000,000) Shares (a "MAJOR HOLDER"): (a) Within five (5) business days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, any proxy statements and any Current Reports on Form 8-K, any filings made pursuant to the Securities Act and any amendments of any of the foregoing (it being understood that, should the Company no longer be required to file such reports, that the Company shall provide the information specified in Sections 7.1(a) and (b) of the Credit Agreement with such certificates required therein also addressed to Purchasers); and (b) within three (3) day after release, copies of all press releases issued by the Company or any of its subsidiaries; (b) As soon as practicable and, in any event, within ninety (90) days after the end of each of the Company's fiscal years, beginning with the fiscal year ending December 31, 2001, a written statement of such Company's independent certificated public accountant that in performing its audit such accountant has not obtained knowledge of any Event of Default or disclosing all Events of Default of which it has obtained knowledge; (c) Together with the delivery of the Company's 10-Q and 10-K or such other reports required to be delivered under this Agreement, a certificate of the Company executed by an authorized officer of the Company stating whether any Event of Default or any event which, with the passage of time or giving of notice or both, would constitute such an Event of Default currently exists and is continuing and what action, if any, the Company and/or any of its subsidiaries is taking or propose to take with respect thereto; (d) Within thirty (30) days after the end of each month, an unaudited income statement and balance sheet for and as of the end of such month, in reasonable detail, setting forth a comparison to the annual budget and year-to-date statements, all in the form reasonably prepared for the internal use of senior management of the Company as well as access In addition to all other financial reports provided to management, including so-called "ARC Corporate Dashboard", "management dashboard", "Resources coming off Project", "Field Service Dashboard Metrics", "Cashflow Forecast Daily Detail" and "run-off" reports; (e) Within thirty (30) days after the commencement of each fiscal year, an annual budget prepared on a monthly basis for the Company and its subsidiaries for such fiscal year displaying anticipated statements of income and cash flows, and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual or other budgets, and within thirty days after any monthly period in which there is a material adverse deviation from the annual budget, an officer's certificate explaining the deviation and what actions the Company has taken and proposes to take with respect thereto; (f) All other financial statements and reports required by the terms of this Agreement for so long as are required any portion of the Revolving Loans and/or the Term Loan and/or the Leases remains unpaid Borrower shall: (a) provide Agent with a Borrowing Base Certificate setting forth each component of the Borrowing Base as of the day prior to any Request for Advance; (b) provide Agent with a Borrowing Base Certificate setting forth each component of the Borrowing Base and an accounts receivable aging report ("A/R Aging"), each as of Friday of each week, such Borrowing Base Certificate to be delivered received by Banks not later than Wednesday of the following week; (c) deliver to Agent such invoices, contracts and other documentation supporting Borrower's computation of the senior lenders under Borrowing Base, as Agent may reasonably request; (d) monthly, by the Credit Agreement twenty-fifth day of the following month, a consolidated unaudited balance sheet and income statement prepared in accordance with GAAP, a Borrowing Base Certificate setting forth each component of the Borrowing Base as of the last day of such month, an A/R Aging, an Unbilled Revenues report ("Revenue Report") and contract status report ("Status Report"); (e) effective for the week ending December 29, 2000, initiate and conduct a weekly telephone conference with a representative of Borrower, Borrower's Financial Management Consultant (presently, Starxxxx & Xssociates, Inc.), Agent and, at the same time such reports are delivered to such senior lendersoption of each of the Banks, Banks; (f) effective for the week ending December 29, 2000, initiate and conduct a weekly telephone conference with a representative of Borrower, Borrower's Investment Advisor, Agent and , at the option of each of the Banks, Bank; and (g) Promptly (but in any event within five business days) after on Wednesday of each week, beginning December 27, 2000, a cash flow report for the occurrence of a Material Adverse Effect or a prepayment event under the Note, written notice thereof. The Company further agrees preceding calendar week comparing actual cash flow results to promptly provide to each Major Holder any information with respect Borrower's then current Rolling Cash Flow Projection and also comparing Borrower's actual performance to the Companyrequirements of Sections 9.3(i), its properties9.3(ii), its financial condition9.14, its business or a Purchaser's investment (or to provide access to same9.17(b) and to make available its officers, employees and accountants to discuss the foregoing matters as a Major Holder may reasonably request. Each Major Holder understands that some 9.17(c) of the information furnished to it pursuant to this Section 7.4 may not be available to the public, and includes confidential information and agrees that it will make all reasonable efforts to keep all information so furnished to it pursuant to this Section 7.4 confidential and will make no use or disclosure to other persons of such information until such information shall have become public; PROVIDED, HOWEVER, that it shall not be precluded from making disclosure regarding such information (i) to its counsel, accountants or other professional advisors, (ii) to any lender to the Company, (iii) in connection with the enforcement of any rights hereunder or under the Investment Agreements, (iv) as required by law or applicable regulation or (v) to its members, managers and investment advisors, to any parents or corporate affiliates or to any prospective purchaser of Securities (so long as such person agrees to keep such information confidential in accordance with this Section 7.4)Agreement.

Appears in 1 contract

Samples: Credit Agreement (Analytical Surveys Inc)

Financial Information and Reporting. The Company shall cause to be furnished to each Holder of at least Two Million Dollars ($2,000,000) in principal amount of Notes or any holder of the Warrants exercisable into at least two million (2,000,000) Shares (a "MAJOR HOLDER"):Purchasers: (a) Within five (5) business days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, any proxy statements and any Current Reports on Form 8-K, any filings made pursuant to the Securities Act and any amendments of any of the foregoing (it being understood that, should the Company no longer be required to file such reports, that the Company shall provide the information specified in Sections 7.1(a) and (b) of the Credit Agreement with such certificates required therein also addressed to Purchasers); and (b) within three (3) day after release, copies of all press releases issued by the Company or any of its subsidiaries; (bi) As soon as practicable and, in any event, within ninety (90) days after the end of each of the Company's fiscal years, beginning with the fiscal year ending December ended March 31, 20011999, a written statement of such Company's independent certificated public accountant (i) that in performing its the audit such accountant has not obtained knowledge of any Event of Default or any Event of Failure, or disclosing all Events of Default or Events of Failure of which it has obtained knowledgeknowledge and (ii) that such accountant is aware that the Purchasers are relying on such accountant's certification, together with a copy of the Company's 10-K, as filed with the SEC; (cii) Together Without limitation, but without duplication of, obligations under 8.22 and 8.23, together with the delivery of the Company's 10-Q and 10-K or such other reports required to be delivered under this Agreement, a certificate of the Company executed by an authorized officer of the Company stating whether any Event of Default or Event of Failure, or any event which, with the passage of time or giving of notice or both, would constitute such an Event of Default or Event of Failure, currently exists and is continuing and what action, if any, the Company and/or any of its subsidiaries is taking or propose to take with respect thereto; (diii) Within thirty (30) days Without limitation, but without duplication of, obligations under 8.22 and 8.23, promptly after the end of each monthoccurrence thereof, an unaudited income statement and balance sheet for and as of the end of such monthnotice, in reasonable detailwriting, setting forth a comparison to of any Event of Default or Event of Failure, or any event which, with the annual budget passage of time or giving of notice or both, would constitute such an Event of Default or Event of Failure and year-to-date statementswhat action, all in the form reasonably prepared for the internal use of senior management of if any, the Company as well as access to all other financial reports provided to management, including so-called "ARC Corporate Dashboard", "management dashboard", "Resources coming off Project", "Field Service Dashboard Metrics", "Cashflow Forecast Daily Detail" and "run-off" reports; (e) Within thirty (30) days after the commencement and/or any of each fiscal year, an annual budget prepared on a monthly basis for the Company and its subsidiaries for such fiscal year displaying anticipated statements of income and cash flows, and promptly upon preparation thereof any other significant budgets prepared by the Company and any revisions of such annual are taking or other budgets, and within thirty days after any monthly period in which there is a material adverse deviation from the annual budget, an officer's certificate explaining the deviation and what actions the Company has taken and proposes propose to take with respect thereto; (f) All other financial statements and reports as are required to be delivered to the senior lenders under the Credit Agreement at the same time such reports are delivered to such senior lenders; and (giv) Promptly (but in any event within five business days) after the occurrence of thereof, a Material Adverse Effect or a prepayment event under the Note, written notice thereof. The Company further agrees to promptly provide to each Major Holder any information with respect to the Company, its properties, its financial condition, its business or a Purchaser's investment (or to provide access to same) and to make available its officers, employees and accountants to discuss the foregoing matters as a Major Holder may reasonably request. Each Major Holder understands that some of the information furnished to it pursuant to this Section 7.4 may not be available to the public, and includes confidential information and agrees that it will make all reasonable efforts to keep all information so furnished to it pursuant to this Section 7.4 confidential and will make no use or disclosure to other persons of such information until such information shall have become public; PROVIDED, HOWEVER, that it shall not be precluded from making disclosure regarding such information (i) to its counsel, accountants or other professional advisors, (ii) to any lender to the Company, (iii) in connection with the enforcement of any rights hereunder or under the Investment Agreements, (iv) as required by law or applicable regulation or (v) to its members, managers and investment advisors, to any parents or corporate affiliates or to any prospective purchaser of Securities (so long as such person agrees to keep such information confidential in accordance with this Section 7.4)Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Westell Technologies Inc)

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Financial Information and Reporting. The Company Borrowers, on a consolidated basis, shall cause deliver the following to be furnished to each Holder of at least Two Million Dollars ($2,000,000) in principal amount of Notes or any holder of the Warrants exercisable into at least two million (2,000,000) Shares (a "MAJOR HOLDER"): Bank: (a) Within five (5) business days after the filing with the SEC, a copy of its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, any proxy statements and any Current Reports on Form 8-K, any filings made pursuant to the Securities Act and any amendments of any of the foregoing (it being understood that, should the Company no longer be required to file such reports, that the Company shall provide the information specified in Sections 7.1(a) and (b) of the Credit Agreement with such certificates required therein also addressed to Purchasers); and (b) within three (3) day after release, copies of all press releases issued by the Company or any of its subsidiaries; (b) As soon as practicable and, in any event, within ninety (90) 60 days after the end of each quarter, financial statements, including a balance sheet and statements of income and surplus comparing the information for the current period with the information for the same period of the Company's fiscal yearspreceding year, beginning with certified by the fiscal year ending December 31, 2001, a written statement of such Company's independent certificated public accountant that in performing its audit such accountant has not obtained knowledge of any Event of Default president or disclosing all Events of Default of which it has obtained knowledge; (c) Together with the delivery of the Company's 10-Q and 10-K or such other reports required to be delivered under this Agreement, a certificate of the Company executed by an authorized chief financial officer of the Company stating whether any Event Borrowers as fairly representing the Borrowers' financial condition as of Default or any event which, with the passage end of time or giving of notice or both, would constitute such an Event of Default currently exists and is continuing and what action, if any, the Company and/or any of its subsidiaries is taking or propose to take with respect thereto; period; (db) Within thirty (30) within 60 days after the end of each monthquarter, an unaudited income statement statements signed by the president or chief financial officer of the Borrowers certifying the compliance of the Borrowers with the terms of this Agreement, and balance sheet for specifically certifying the compliance of the Borrower with the terms of Sections 4.11, 4.12, 4.13, 4.14 and as 4.15 of this Agreement; (c) within 90 days of the end of such month, in reasonable detail, setting forth a comparison to the annual budget and year-to-date statements, all in the form reasonably prepared for the internal use of senior management of the Company as well as access to all other financial reports provided to management, including so-called "ARC Corporate Dashboard", "management dashboard", "Resources coming off Project", "Field Service Dashboard Metrics", "Cashflow Forecast Daily Detail" and "run-off" reports; (e) Within thirty (30) days after the commencement of each fiscal year, an annual budget unqualified, audited financial statements prepared on in accordance with generally accepted accounting principles consistently applied and certified by independent public accountants satisfactory to the Bank, containing a monthly basis for the Company and its subsidiaries for such fiscal year displaying anticipated balance sheet, statements of income and surplus, statements of cash flowsflows and reconciliation of capital accounts, and promptly upon preparation thereof along with any other significant budgets prepared management letters written by such accountants; (d) within 90 days of the end of each fiscal year, a statement signed by the Company president or chief financial officer of the Borrowers certifying the compliance of the Borrowers with the terms of Sections 4.11, 4.12, 4.13, 4.14 and 4.15 of this Agreement; (e) immediately upon becoming aware of the existence of any revisions set of such annual facts or other budgetscircumstances which, by themselves, upon the giving of notice, the lapse of time, or any one or more of the foregoing, would constitute a breach of any of the terms or conditions of this Agreement or an Event of Default under this Agreement, a written notice specifying the nature and within thirty days after any monthly period in which there is a material adverse deviation from the annual budget, an officer's certificate explaining the deviation of existence thereof and what actions action the Company has taken and Borrowers is taking or proposes to take with respect thereto; ; and (f) All other financial statements and reports as are required to be delivered to the senior lenders under the Credit Agreement at the same time such reports are delivered to such senior lenders; and (g) Promptly (but in any event within five business days) after the occurrence of a Material Adverse Effect or a prepayment event under the Note, written notice thereof. The Company further agrees to promptly provide to each Major Holder any information with respect to the Company, its properties, its financial condition, its business or a Purchaser's investment (or to provide access to same) and to make available its officers, employees and accountants to discuss the foregoing matters as a Major Holder may reasonably request. Each Major Holder understands that some request of the Bank, such other information furnished as the Bank may from time to it pursuant to this Section 7.4 may not be available to the public, and includes confidential information and agrees that it will make all reasonable efforts to keep all information so furnished to it pursuant to this Section 7.4 confidential and will make no use or disclosure to other persons of such information until such information shall have become public; PROVIDED, HOWEVER, that it shall not be precluded from making disclosure regarding such information (i) to its counsel, accountants or other professional advisors, (ii) to any lender to the Company, (iii) in connection with the enforcement of any rights hereunder or under the Investment Agreements, (iv) as required by law or applicable regulation or (v) to its members, managers and investment advisors, to any parents or corporate affiliates or to any prospective purchaser of Securities (so long as such person agrees to keep such information confidential in accordance with this Section 7.4)time reasonably require.

Appears in 1 contract

Samples: Loan Agreement (Metatec Corp)

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