Financial Information; Defaults. (i) The Borrower shall promptly inform the Agent of any event which is or may become a default or breach of the Borrower's obligations under the Loan Documents or result in a Default or Event of Default, or any event which materially adversely affects its ability fully to perform any of its obligations under any Loan Document, or any event of default which has occurred and is continuing under any material agreement to which the Borrower or any of its Subsidiaries is a party; (ii) As soon as the same become available, but in any event within 120 days after the end of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) audited consolidated financial statements of (1) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders and (B) unaudited consolidated financial statements of Xxxxxxx if audited financial statements are not so required. All such audited consolidated financial statements of the Borrower shall set forth, in comparative form the corresponding figures for the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing Date, corresponding information for the period preceding its acquisition); all such audited consolidated financial statements shall be accompanied by an opinion thereon of independent certified public accountants of recognized national standing acceptable to the Agent, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of each of (1) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders, as at the end of, and for, such fiscal year; (iii) As soon as the same become available and in any event within 75 days after the end of each fiscal quarter of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) unaudited consolidated statements of income, retained earnings and cash flow of (1) the Borrower, and (2) Xxxxxxx, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of (1) the Borrower and (2) Xxxxxxx, in each case as at the end of each such quarterly period. Delivery of the Borrower's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence of this Section 5.01(c)(iii) insofar as they relate to the Borrower on a consolidated basis, provided however that such requirements shall not be satisfied if the Borrower makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of (1) the Borrower and (2) Xxxxxxx, as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied; (iv) Together with the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to clauses (ii) and (iii) of this Section 5.01(c), the Borrower shall deliver to the Agent a certificate of a senior financial officer of the Borrower, which certificate shall (A) state that the consolidated financial condition and operations of the Borrower and its Subsidiaries are such as to be in compliance with all of the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) of this Agreement, (B) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) have been complied with, and (C) state that no Default or Event of Default has occurred and is continuing; (v) As soon as the same become available, but in any event not later than January 15th of each calendar year beginning January 1994, the Borrower shall deliver to the Agent a five (5) year cash flow projection and the related income statement and a balance sheet for the Borrower; (vi) Promptly upon their becoming available, the Borrower shall deliver to the Agent copies of all registration statements and periodic reports which each of the Borrower and Xxxxxxx shall have filed with the Securities and Exchange Commission or any national securities exchange or market and any ratings (and changes thereto) of its debt by Standard & Poor's Corporation and Xxxxx'x Investors Service; (vii) Promptly upon the mailing thereof to its shareholders, the Borrower shall deliver to the Agent copies of all financial statements and reports so mailed; (viii) As soon as reasonably possible, the Borrower shall deliver to the Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan (within the meaning of Title IV of ERISA); (ix) From time to time on request, the Borrower shall furnish the Agent and any of the Lenders with such information and documents, and provide access to the books, records and agreements of the Borrower, or any Subsidiary or Affiliate of the Borrower, as the Agent or any of the Lenders may reasonably require. All certificates, materials and documents to be furnished by the Borrower under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and (x) Notwithstanding the other terms of this Section 5.01(c), the Borrower shall have no obligation to provide the materials and information required by this Section 5.01(c) respecting Xxxxxxx or any other Specified Subsidiary in the event such Person is not a Subsidiary of the Borrower.
Appears in 1 contract
Financial Information; Defaults. (i) The Borrower and the Guarantors shall promptly inform the Agent of any event which is or may become a default or breach of the Borrower's obligations ’s obligations, respectively, under the Loan Documents or result in a Default or Event of Default, or any event which materially adversely affects its ability fully to perform any of its obligations under any Loan Document, or any event of default which has occurred and is continuing under any material agreement to which the Borrower or any of its Subsidiaries is a party;
(ii) As soon as the same become available, but in any event within 120 one hundred twenty (120) days after the end of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (Aw) audited certified, consolidated unaudited annual financial statements (with notes describing accounting policies, property, plant and equipment and debt), substantially in the form heretofore delivered to the Agent, of (1) the Borrower and (2x) Xxxxxxxthe certified, if required other than by consolidated unaudited annual financial statements, substantially in the Agent or form heretofore delivered to the Lenders and (B) unaudited consolidated financial statements Agent, of Xxxxxxx if audited financial statements are not so requiredthe Guarantors. All such audited consolidated financial statements of the Borrower and the Guarantors shall set forth, in comparative form the corresponding figures for the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing Date, corresponding information for the period preceding its acquisition); all such audited consolidated unaudited financial statements of the Borrower shall be accompanied by a report from an opinion thereon of independent certified public accountants accountant of recognized national standing acceptable to the Agent, substantially in the form, previously delivered to the Agent, all such unaudited financial statements of the Borrower and the Guarantors shall be accompanied by a certificate of a senior financial officer of such Person, which opinion certificate shall state that said such financial statements fairly present the consolidated financial condition and results of operations the operation of each of (1) the Borrower such Person and (2) Xxxxxxx, if required other than by the Agent or the Lendersits Subsidiaries, as at the end of, and for, such fiscal yearperiod (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iii) As soon as the same become available and in any event within 75 sixty (60) days after the end of each of the first three fiscal quarter quarters of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) certified consolidated unaudited consolidated quarterly financial statements of income, retained earnings and cash flow of (1) the Borrower, and (2) Xxxxxxx, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of (1) the Borrower and (2) Xxxxxxx, in each case as at the end of each such quarterly periodGuarantors. Delivery of the Borrower's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence of this Section 5.01(c)(iii) insofar as they relate to the Borrower on a consolidated basis, provided however that such requirements shall not be satisfied if the Borrower makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior financial officer of the Borrower, such Person which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of (1) the Borrower such Person and (2) Xxxxxxxits Subsidiaries, as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iv) Together with the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to to, and at the times specified in, clauses (ii) and (iii) of this Section 5.01(c), (a) the Borrower shall deliver to the Agent a certificate of a senior financial officer President, Executive Vice President or Vice President (or the chairman or deputy chairman as applicable) of the Borrower, substantially in the form of Exhibit F, which certificate shall (Ax) state that the consolidated financial condition and operations of the Borrower Borrower, and its respective Subsidiaries are such as to be in compliance with all of the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) of this Agreement, (By) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) have been complied with, and (Cz) state that no Default or Event of Default has occurred and is continuing;
, and (vb) As soon as the same become available, but in any event not later than January 15th of each calendar year beginning January 1994, the Borrower Guarantor shall deliver to the Agent a certificate of a President or Vice President of each Guarantor, which certificate shall state that no Default or Event Default has occurred and is continuing;
(v) Promptly, and in any event within five (5) year cash flow projection Business Days upon the occurrence thereof (except as may otherwise be expressly provided herein or in any other Loan Document), the Borrower and the related income statement Guarantors will notify the Agent in the event if:
(A) any Default or Event of Default has occurred and a balance sheet for the Borroweris continuing;
(viB) Promptly upon their becoming available, the Borrower shall deliver to the Agent copies of all registration statements and periodic reports which each of the Borrower and Xxxxxxx shall have filed with the Securities and Exchange Commission or any national securities exchange or market and Guarantor shall use any ratings (and changes thereto) name other than its name appearing on the signature line of its debt by Standard & Poor's Corporation and Xxxxx'x Investors Servicethis Agreement;
(viiC) Promptly upon the mailing thereof to its shareholders, there is instituted a claim or suit against the Borrower shall deliver to the Agent copies or any of all financial statements and reports so mailed;
its Subsidiaries, in any federal, state, local or foreign court or tribunal or before any commission or any regulatory body (viii) As soon as reasonably possiblefederal, state, local or foreign), that may expose the Borrower shall deliver to the Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with to liability in excess of $5,000,000 (or its equivalent), if such liability is not covered by insurance;
(D) any asset or property owned or used by the Internal Revenue ServiceBorrower of any of its Subsidiaries is materially damaged or destroyed, or suffers any other loss or is condemned, confiscated or otherwise taken, in whole or in part, or the use thereof is otherwise diminished so as to render impracticable or unreasonable the use of such asset or property as in effect immediately prior to such condemnation, confiscation or taking, and, in any case, the PBGCamount of the damage, destruction, loss or diminution in value of the U.S. Department assets of Labor the Borrower, on a consolidated basis, exceeds $5,000,000 in aggregate in any fiscal year, if such amount is not covered by insurance;
(E) any order, judgment or decree in excess of $5,000,000 shall have been entered against the sponsor of a Multiemployer Plan, or which it Borrower or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA)Subsidiaries, or any of their respective properties or assets and such judgment shall not have been dismissed or stayed within thirty (z30) any termination days of a Multiemployer Plan (within the meaning of Title IV of ERISA)date thereof;
(ixF) the Borrower or Xxxxxxxx shall have received a notice of default under any agreement relating to Indebtedness of the Borrower or of Xxxxxxxx as described in paragraph (g) of Section 6.01; or
(G) the Borrower or any Guarantor shall have received any claim from any governmental authority or any third party, asserting any damages, claims, rights of recovery, rights of contribution, or remediation obligation arising under any environmental, health or safety laws, rules or regulations (hereinafter in this paragraph (G), “Environmental Claims”), that may result in liability or cost to the Borrower, or to any of its Subsidiaries, or to any of their respective properties or assets, of $5,000,000 (Five Million Dollars) or more, singly or in the aggregate. “Environmental Claims” for purposes of this paragraph (G) shall include, but not be limited to, any and all claims, demands, actions, causes of action, information requests, notices of violation, notices of non-compliance, complaints, judgments, suits, proceedings, obligations, liabilities, losses, damages, costs and expenses (including attorneys’ and environmental consulting or expert fees), of any kind or nature, whether administrative, civil or criminal, threatened, alleged, asserted, instituted, commenced, brought, prosecuted or otherwise made; and
(vi) From time to time on request, the Borrower and the Guarantors shall furnish the Agent and any of the Lenders with such information and documents, documents and provide the Agent access to the books, records and agreements of the Borrower, or any Subsidiary or Affiliate of Borrower and the BorrowerGuarantors, as the Agent or any of the Lenders Lenders, acting through the Agent, may reasonably require. All certificates, materials and documents to be furnished by the Borrower and the Guarantors under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and
(x) Notwithstanding the other terms of this Section 5.01(c), the Borrower shall have no obligation to provide the materials and information required by this Section 5.01(c) respecting Xxxxxxx or any other Specified Subsidiary in the event such Person is not a Subsidiary of the Borrower.
Appears in 1 contract
Samples: Revolving Credit Agreement (Chiquita Brands International Inc)
Financial Information; Defaults. (i) The Borrower shall promptly inform the Agent of any event which is or may become a default or breach of the Borrower's obligations under the Loan Documents or result in a Default or Event of Default, or any event which materially adversely affects its ability fully to perform any of its obligations under any Loan Document, or any event of default which has occurred and is continuing under any material agreement to which the Borrower or any of its Subsidiaries is a party;
(ii) As soon as the same become available, but in any event within 120 days after the end of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) audited consolidated financial statements of (1) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders and (B) unaudited consolidated financial statements of Xxxxxxx if audited financial statements are not so required. All such audited consolidated financial statements of the Borrower shall set forth, in comparative form the corresponding figures for the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing Date, corresponding information for the period preceding its acquisition); all such audited consolidated financial statements shall be accompanied by an opinion thereon of independent certified public accountants of recognized national standing acceptable to the Agent, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of each of (1) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders, as at the end of, and for, such fiscal year;
(iii) As soon as the same become available and in any event within 75 days after the end of each fiscal quarter of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) unaudited consolidated statements of income, retained earnings and cash flow of (1) the Borrower, Borrower and (2) Xxxxxxx, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of (1) the Borrower and (2) Xxxxxxx, in each case as at the end of each such quarterly period. Delivery of the Borrower's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence of this Section 5.01(c)(iii) insofar as they relate to the Borrower on a consolidated basis, provided however that such requirements shall not be satisfied if the Borrower makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of (1) the Borrower and (2) Xxxxxxx, as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iv) Together with the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to clauses (ii) and (iii) of this Section 5.01(c), the Borrower shall deliver to the Agent a certificate of a senior financial officer of the Borrower, which certificate shall (A) state that the consolidated financial condition and operations of the Borrower and its Subsidiaries are such as to be in compliance with all of the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) of this Agreement, (B) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) have been complied with, and (C) state that no Default or Event of Default has occurred and is continuing;
(v) As soon as the same become available, but in any event not later than January 15th of each calendar year beginning January 1994, the Borrower shall deliver to the Agent a five (5) year cash flow projection and the related income statement and a balance sheet for the Borrower;
(vi) Promptly upon their becoming available, the Borrower shall deliver to the Agent copies of all registration statements and periodic reports which each of the Borrower and Xxxxxxx shall have filed with the Securities and Exchange Commission or any national securities exchange or market and any ratings (and changes thereto) of its debt by Standard & Poor's Corporation and Xxxxx'x Investors Service;
(vii) Promptly upon the mailing thereof to its shareholders, the Borrower shall deliver to the Agent copies of all financial statements and reports so mailed;
(viii) As soon as reasonably possible, the Borrower shall deliver to the Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan (within the meaning of Title IV of ERISA);
(ix) From time to time on request, the Borrower shall furnish the Agent and any of the Lenders with such information and documents, and provide access to the books, records and agreements of the Borrower, or any Subsidiary or Affiliate of the Borrower, as the Agent or any of the Lenders may reasonably require. All certificates, materials and documents to be furnished by the Borrower under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and
(x) Notwithstanding the other terms of this Section 5.01(c), the Borrower shall have no obligation to provide the materials and information required by this Section 5.01(c) respecting Xxxxxxx or any other Specified Subsidiary in the event such Person is not a Subsidiary of the Borrower.
Appears in 1 contract
Financial Information; Defaults. (i) The Borrower shall promptly inform the Agent of any event which is or may become a default or breach of the Borrower's obligations under the Loan Documents or result in a Default or Event of Default, or any event which materially adversely affects its ability fully to perform any of its obligations under any Loan Document, or any event of default which has occurred and is continuing under any material agreement to which the Borrower or any of its Subsidiaries is a party;
(ii) As soon as the same become available, but in any event within 120 days after the end of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) audited consolidated financial statements of (1) the Borrower and (2) XxxxxxxNCL, formerly known as Kxxxxxx Cruise Limited, if required other than by the Agent or the Lenders and (B) unaudited consolidated financial statements of Xxxxxxx NCL if audited financial statements are not so required. All such audited consolidated financial statements of the Borrower shall set forth, in comparative form the corresponding figures for the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing Date, corresponding information for the period preceding its acquisition); all such audited consolidated financial statements shall be accompanied by an opinion thereon of independent certified public accountants of recognized national standing acceptable to the Agent, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of each of (1) the Borrower and (2) XxxxxxxNCL, if required other than by the Agent or the Lenders, as at the end of, and for, such fiscal year;
(iii) As soon as the same become available and in any event within 75 days after the end of each fiscal quarter of each of its fiscal years, the Borrower shall deliver to the Agent on behalf of the Lenders (A) unaudited consolidated statements of income, retained earnings and cash flow of (1) the Borrower, and (2) XxxxxxxNCL, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of (1) the Borrower and (2) XxxxxxxNCL, in each case as at the end of each such quarterly period. Delivery of the Borrower's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence of this Section 5.01(c)(iii) insofar as they relate to the Borrower on a consolidated basis, provided however that such requirements shall not be satisfied if the Borrower makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior financial officer of the Borrower, which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of (1) the Borrower and (2) XxxxxxxNCL, as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iv) Together with the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to clauses (ii) and (iii) of this Section 5.01(c), the Borrower shall deliver to the Agent a certificate of a senior financial officer of the Borrower, which certificate shall (A) state that the consolidated financial condition and operations of the Borrower and its Subsidiaries are such as to be in compliance with all of the provisions of Sections 5.01(d) and (k) and 5.02(a) and (jf) of this Agreement, (B) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections 5.01(d) and (k) and 5.02(a) and (jf) have been complied with, and (C) state that no Default or Event of Default has occurred and is continuing;
(v) As soon as the same become available, but in any event not later than January 15th of each calendar year beginning January 1994, the Borrower shall deliver to the Agent a five (5) year cash flow projection and the related income statement and a balance sheet for the Borrower;[Reserved.]
(vi) Promptly upon their becoming available, the Borrower shall deliver to the Agent copies of all registration statements and periodic reports which each of the Borrower and Xxxxxxx NCL shall have filed with the Securities and Exchange Commission or any national securities exchange or market and any ratings (and changes thereto) of its debt by Standard & Poor's Corporation Ratings Services and Xxxxx'x Mxxxx'x Investors ServiceServices, Inc.;
(vii) Promptly upon the mailing thereof to its shareholders, the Borrower shall deliver to the Agent copies of all financial statements and reports so mailed;
(viii) As soon as reasonably possible, the Borrower shall deliver to the Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan (within the meaning of Title IV of ERISA);
(ix) From time to time on request, the Borrower shall furnish the Agent and any of the Lenders with such information and documents, and provide access to the books, records and agreements of the Borrower, or any Subsidiary or Affiliate of the Borrower, as the Agent or any of the Lenders may reasonably require. All certificates, materials and documents to be furnished by the Borrower under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and
(x) Notwithstanding the other terms of this Section 5.01(c), the Borrower shall have no obligation to provide the materials and information required by this Section 5.01(c) respecting Xxxxxxx NCL or any other Specified Subsidiary in the event such Person is not a Subsidiary of the Borrower.
Appears in 1 contract
Financial Information; Defaults. (ia) The Borrower Each of the Borrowers and the Guarantor shall promptly inform the Agent of any event which is or may become a default or breach of such Borrower's or the BorrowerGuarantor's obligations under the Loan Documents or result in a Default or Event of Default, or any event which materially adversely affects its ability fully to perform any of its obligations under any Loan Document, or any event of default which has occurred and is continuing under any material agreement to which the Borrower Company, the Guarantor or any of its their respective Subsidiaries is a party;
(iib) As soon as the same become available, but in any event within 120 days after the end of each of its fiscal years, the Borrower Company shall deliver to the Agent on behalf of the Lenders (A) audited consolidated financial statements of the Company (1) including the Borrower Guarantor and (2) Xxxxxxx, if required other than by their Subsidiaries). Delivery of the Agent or the Lenders and (B) unaudited consolidated Company's annual financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-K (as in effect on the Closing Date) shall satisfy the requirements of Xxxxxxx the first sentence of this Section 5.01(c)(ii) insofar as they relate to the Company (including the Guarantor and their Subsidiaries) on a consolidated basis; provided, however, that such requirements shall not be satisfied if audited the Company makes no such filings or if there is a material change after the Closing Date in the form or substance of financial statements are not so required. disclosures and financial information required to be set forth in Form 10-K. All such audited consolidated financial statements of the Borrower Company shall set forth, in comparative form the corresponding figures for the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing DateDate and not accounted for in accordance with the pooling method of accounting, corresponding information for the period preceding its acquisition); all such audited consolidated financial statements shall be accompanied by an opinion thereon of independent certified public accountants of recognized national standing reasonably acceptable to the Agent, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of each of the Company (1including the Guarantor and their Subsidiaries) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders, as at the end of, and for, such fiscal year;
(iiic) As soon as the same become available and in any event within 75 days after the end of each the first three fiscal quarter quarters of each of its fiscal years, the Borrower Company shall deliver to the Agent on behalf of the Lenders (A) unaudited consolidated statements of income, retained earnings income and cash flow flows of the Company (1including the Guarantor and their Subsidiaries) the Borrower, and (2) Xxxxxxx, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of the Company (1) including the Borrower Guarantor and (2) Xxxxxxxtheir Subsidiaries), in each case as at the end of each such quarterly period. Delivery of the BorrowerCompany's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence of this Section 5.01(c)(iii) insofar as they relate to the Borrower Company (including the Guarantor and their Subsidiaries on a consolidated basis); provided, provided however however, that such requirements shall not be satisfied if the Borrower Company makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior financial officer of the BorrowerCompany, which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of the Company (1) including the Borrower Guarantor and (2) Xxxxxxxtheir Subsidiaries), as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iv) Together with the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to clauses (ii) and (iii) of this Section 5.01(c), the Borrower shall deliver to the Agent a certificate of a senior financial officer of the Borrower, which certificate shall (A) state that the consolidated financial condition and operations of the Borrower and its Subsidiaries are such as to be in compliance with all of the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) of this Agreement, (B) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) have been complied with, and (C) state that no Default or Event of Default has occurred and is continuing;
(v) As soon as the same become available, but in any event not later than January 15th of each calendar year beginning January 1994, the Borrower shall deliver to the Agent a five (5) year cash flow projection and the related income statement and a balance sheet for the Borrower;
(vi) Promptly upon their becoming available, the Borrower shall deliver to the Agent copies of all registration statements and periodic reports which each of the Borrower and Xxxxxxx shall have filed with the Securities and Exchange Commission or any national securities exchange or market and any ratings (and changes thereto) of its debt by Standard & Poor's Corporation and Xxxxx'x Investors Service;
(vii) Promptly upon the mailing thereof to its shareholders, the Borrower shall deliver to the Agent copies of all financial statements and reports so mailed;
(viii) As soon as reasonably possible, the Borrower shall deliver to the Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan (within the meaning of Title IV of ERISA);
(ix) From time to time on request, the Borrower shall furnish the Agent and any of the Lenders with such information and documents, and provide access to the books, records and agreements of the Borrower, or any Subsidiary or Affiliate of the Borrower, as the Agent or any of the Lenders may reasonably require. All certificates, materials and documents to be furnished by the Borrower under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and
(x) Notwithstanding the other terms of this Section 5.01(c), the Borrower shall have no obligation to provide the materials and information required by this Section 5.01(c) respecting Xxxxxxx or any other Specified Subsidiary in the event such Person is not a Subsidiary of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Carnival Corp)
Financial Information; Defaults. (i) The Borrower Each of the Borrowers shall promptly inform the Administrative Agent of any event which is or may become a default or breach of the Borrower's obligations under the Loan Documents or result in a Default or Event of Default, or any event which materially adversely affects its ability fully to perform any of its obligations under any Loan Document, or any event Event of default Default which has occurred and is continuing under any material agreement to which the such Borrower or any of its Subsidiaries is a party;
(ii) As soon as the same become available, but in any event within 120 90 days after the end of each of its fiscal yearsyear, the Borrower Borrowers shall deliver to the Administrative Agent on behalf of the Lenders Banks (Ax) audited consolidated financial statements of the Borrowers and their Subsidiaries in accordance with GAAP (1) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders and (By) unaudited consolidated consolidating financial statements of Xxxxxxx if reconciled to the audited financial statements are not so required. All such audited consolidated financial statements and certified by Hvide's Chief Financial Officer and (z) a certificate of the Borrower shall set forthchief financial officer of Hvide setting forth an audited calculation of the financial tests specified in Sections 5.01(d),(e) and Section 5.02 (i) in accordance with GAAP showing compliance therewith and stating that no Event of Default or Default has occurred and is continuing, or setting forth in comparative form detail any such Event of Default or Default and any steps being taken by the corresponding figures for Borrowers to cure the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing Date, corresponding information for the period preceding its acquisition)same; all such audited consolidated financial statements shall be accompanied by an opinion thereon of independent certified public accountants of recognized national standing acceptable to the Administrative Agent, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of each of (1) the Borrower Borrowers and (2) Xxxxxxx, if required other than by the Agent or the Lenders, their Subsidiaries as at the end of, and for, such fiscal year;
(iii) As soon as the same become available and in any event within 75 45 days after the end of each of the first three fiscal quarter quarters of each of its fiscal yearsyear, the Borrower Borrowers shall deliver to the Administrative Agent on behalf of the Lenders (A) Banks unaudited consolidated and consolidating financial statements of the Borrowers and their Subsidiaries including statements of income, retained earnings and cash flow of (1) the Borrower, and (2) Xxxxxxx, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of (1) the Borrower for such quarter in accordance with GAAP and (2z) Xxxxxxx, in each case as at the end of each such quarterly period. Delivery of the Borrower's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence of this Section 5.01(c)(iii) insofar as they relate to the Borrower on a consolidated basis, provided however that such requirements shall not be satisfied if the Borrower makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior the chief financial officer of the BorrowerHvide, which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of (1) the Borrower Borrowers and (2) Xxxxxxxtheir Subsidiaries, as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iv) Together with applied and set forth in reasonable detail a calculation of the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to clauses (ii) and (iii) of this Section 5.01(c), the Borrower shall deliver to the Agent a certificate of a senior financial officer of the Borrower, which certificate shall (A) state that the consolidated financial condition and operations of the Borrower and its Subsidiaries are such as to be tests specified in compliance with all of the provisions of Sections 5.01(d) and (ke) and 5.02(aSection 5.02 (i) in accordance with GAAP, showing compliance therewith and (j) of this Agreement, (B) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections 5.01(d) and (k) and 5.02(a) and (j) have been complied with, and (C) state stating that no Event of Default or Event of Default has occurred and is continuing, or setting forth in detail any such Event of Default or Default and any steps being taken by the Borrowers to cure the same;
(iv) Not later than 30 days after the close of each month, beginning with the month ended December 31, 1994, monthly financial statements on a consolidating and consolidated basis of the Borrowers showing income statements, balance sheets, cash flows and actual cash position, together with a certificate of the Chief Financial Officer of Hvide stating that no Event of Default or Default has occurred and is continuing, or setting forth in detail any such Event of Default or Default and any steps being taken by the Borrowers to cure the same;
(v) As soon as the same become available, but available and in any event not later than January 15th 15 of each calendar year beginning January 1994year, the Borrower Borrowers shall deliver to the Administrative Agent on behalf of the Banks an annual business plan of the Borrowers on a five (5) year consolidated basis for such fiscal year, financial projections for the Borrowers on a consolidated basis for three years including statements of income and cash flow projection flow, and balance sheets and the related income statement assumptions underlying such plan in reasonable detail, certified by the chief financial officer of the Borrowers as a reasonable forecast of the anticipated financial condition of the Borrowers and their Subsidiaries on a balance sheet for the Borrowerconsolidated basis and business segment basis in respect of such fiscal years;
(vi) Promptly upon their becoming available, the Borrower Borrowers shall deliver to the Administrative Agent copies of all any registration statements and periodic reports which each of the Borrower and Xxxxxxx Borrowers shall have filed with the Securities and Exchange Commission SEC or any national securities exchange or market and and, to the extent any of the Borrowers has notice of the same, any ratings (and changes thereto) of its debt by Standard & Poor's Corporation and Xxxxx'x Investors Serviceany rating agency or service in the United States;
(vii) Promptly upon obtaining knowledge of the mailing thereof same give notice to its shareholdersthe Administrative Agent, the Borrower shall deliver to Letter of Credit Agent and the Agent copies Banks of all financial statements and reports so mailedany material litigation against, any of the Borrowers or their Affiliates or Subsidiaries;
(viii) As soon as reasonably possible, in the Borrower event any of the Borrowers or any of their Subsidiaries incurs any liability under ERISA the Borrowers shall deliver to the Administrative Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan (within the meaning of Title IV of ERISA);; and
(ix) From time to time on request, the Borrower Borrowers shall furnish the Administrative Agent, the Letter of Credit Agent and any of the Lenders Banks with such information and documentsdocuments respecting the condition of operations, financial or otherwise, of each of the Borrowers and its Subsidiaries, and provide access to the properties, accounts, books, records and agreements of the Borrower, such Borrowers or any Subsidiary or Affiliate of the BorrowerAffiliate, as the Administrative Agent or any of the Lenders Banks may reasonably require. All certificates, materials and documents to be furnished by the Borrower under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and
(x) Notwithstanding the other terms of this Section 5.01(c), the Borrower shall have no obligation to provide the materials and information required by this Section 5.01(c) respecting Xxxxxxx or any other Specified Subsidiary in the event such Person is not a Subsidiary of the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Hvide Marine Inc)
Financial Information; Defaults. (i) The Borrower Borrowers and the Guarantor shall promptly inform the Agent of any event which is or may become a default or breach of the Borrower's obligations Borrowers' obligations, respectively, under the Loan Documents or result in a Default or Event of Default, or any event which may materially adversely affects its affect the ability of any of the Borrowers or the Guarantor fully to perform any of its respective obligations under any Loan Document, or any event of default (or claimed event of default) which has occurred and is continuing under any material agreement to which of the Borrower Commercial Management Agreements, the Technical Management Agreements, any charter or contract of affreightment, or any of its Subsidiaries is a party;other material agreement.
(ii) As soon as the same become available, but in any event within 120 days after the end of each of its fiscal years, the Borrower Guarantor and/or the Borrowers shall deliver to the Agent on behalf of the Lenders (A) consolidated audited consolidated financial statements of (1) the Borrower and (2) Xxxxxxx, if required other than by the Agent or the Lenders and (B) unaudited consolidated financial statements of Xxxxxxx if audited financial statements are not so required. All such audited consolidated annual financial statements of the Borrower Guarantor and the Borrowers in sufficient numbers of copies for each Lender. All such financial statements shall set forth, in comparative form the corresponding figures for the preceding fiscal year (excluding, as to any Subsidiary acquired after the Closing Date, corresponding information for the period preceding its acquisition)year; all such audited consolidated financial statements shall be accompanied by an opinion thereon of independent certified public accountants of recognized national standing acceptable to the Agent, which opinion shall state that said financial statements fairly present the consolidated financial condition and results of operations of each of (1) the Borrower Guarantor and (2) Xxxxxxx, if required other than by the Agent or the Lenders, Borrowers as at the end of, and for, such fiscal year;
(iii) As soon as the same become available and in any event within 75 60 days after the end of each of the first three fiscal quarter quarters of each of its fiscal years, the Guarantor and/or the Borrower shall deliver to the Agent on behalf of the Lenders (A) consolidated unaudited consolidated statements of income, retained earnings and cash flow of (1) the Borrower, and (2) Xxxxxxx, in each case for each such quarterly period and for the period from the beginning of its then current fiscal year to the end of such period, and (B) related unaudited consolidated balance sheets of (1) the Borrower and (2) Xxxxxxx, in each case as at the end of each such quarterly period. Delivery of the Borrower's quarterly financial statements containing information required to be filed with the Securities and Exchange Commission on Form 10-Q (as in effect on the Closing Date) shall satisfy the requirements of the first sentence Guarantor and the Borrowers in sufficient numbers of this Section 5.01(c)(iii) insofar as they relate to the Borrower on a consolidated basis, provided however that such requirements shall not be satisfied if the Borrower makes no such filings or if there is a material change after the Closing Date in the form or substance of financial disclosures and financial information required to be set forth in Form 10-Q. copies for each Lender. All such unaudited consolidated financial statements shall be accompanied by a certificate of a senior financial officer of the Borrower, Guarantor which certificate shall state that such financial statements fairly present the consolidated financial condition and results of the operations of each of (1) the Borrower Guarantor and (2) Xxxxxxxthe Borrowers, as at the end of, and for, such period (subject to normal year end audit adjustments) in accordance with GAAP, consistently applied;
(iv) Together with the financial statements to be delivered to the Agent on behalf of the Lenders from time to time pursuant to clauses (ii) and (iii) of this Section 5.01(c), (a) the Borrower Guarantor shall deliver to the Agent a certificate of a senior financial officer President or Senior Vice President of the BorrowerManaging General Partner, substantially in the form of Exhibit G, which certificate certificate, INTER ALIA, shall (Ax) state that the consolidated financial condition and operations of the Borrower Guarantor and its Subsidiaries the Borrowers are such as to be in compliance with all of the provisions of Sections Section 5.01(d) and (k) and 5.02(a) and (j) of this Agreement, (By) set forth in reasonable detail the computations necessary to determine whether the provisions of Sections Section 5.01(d) and (k) and 5.02(a) and (j) have been complied with, and (Cz) state that no Default or Event of Default has occurred and is continuing;
(v) As soon as the same become available, but in any event not later than January 15th of each calendar year beginning January 1994, the Borrower shall deliver to the Agent a five (5) year cash flow projection and the related income statement and a balance sheet for the Borrower;
(vi) Promptly upon their becoming available, the Borrower Borrowers and the Guarantor shall deliver to the Agent copies of all registration statements and periodic reports which each of any Borrower or the Borrower and Xxxxxxx Guarantor shall have filed with the Securities and Exchange Commission or any national securities exchange or market and any ratings (and changes thereto) of its debt by Standard & Poor's Corporation and Xxxxx'x Investors Service;
(viivi) Promptly upon the mailing thereof to its shareholderstheir shareholders or members, as the case may be, each Borrower and the Guarantor shall deliver to the Agent copies of all financial statements and reports so mailed;
(viii) As soon as reasonably possible, the Borrower shall deliver to the Agent copies of all reports and notices which it or any of its Subsidiaries files under ERISA with the Internal Revenue Service, the PBGC, the U.S. Department of Labor or the sponsor of a Multiemployer Plan, or which it or any of its Subsidiaries receives from the PBGC or the sponsor of a Multiemployer Plan related to (a) any Termination Event and (b) with respect to a Multiemployer Plan, (x) any Withdrawal Liability, (y) any actual or expected reorganization (within the meaning of Title IV of ERISA), or (z) any termination of a Multiemployer Plan (within the meaning of Title IV of ERISA);
(ixvii) From time to time on request, the Borrower Borrowers and the Guarantor shall furnish the Agent and any of the Lenders with such information and documents, documents and provide the Agent access to the books, records and agreements of the Borrower, or any Subsidiary or Affiliate of Borrowers and the BorrowerGuarantor, as the Agent or any of the Lenders Lenders, acting through the Agent, may reasonably require. All certificates, materials and documents to be furnished by the Borrower Borrowers and the Guarantor under this Section 5.01(c) shall be provided to the Agent in such number of copies as the Agent may reasonably request and shall be furnished promptly by the Agent to the Lenders; and
(xviii) Notwithstanding The Borrowers shall furnish on the other terms First Drawdown Date, and thereafter with the Guarantor's annual audited financial statements, and the Agent may from time to time obtain, a written opinion of this Section 5.01(ctwo recognized ship brokers selected by the Borrowers or the Agent, as the case may be, from Schedule II as to the fair market value of each Vessel (assuming a charter-free vessel and an arms' length willing seller and willing buyer but without physical inspection of the Vessel unless requested by the Agent), . The fair market value of each Vessel shall be equal to the Borrower shall have no obligation to provide average of the materials and information required by this Section 5.01(c) respecting Xxxxxxx or any other Specified Subsidiary values stated in the event written opinion from such Person is not a Subsidiary two brokers. The Borrowers will pay to the Agent the cost of obtaining such reports, including the Borrowercost of any such requested inspection.
Appears in 1 contract
