Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender copies of the following financial statements, reports and information: (a) promptly when available and in any event within 90 days after the close of each Fiscal Year (i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders, (ii) a Compliance Certificate calculated as of the close of such Fiscal Year, (iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and (iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year; (b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year (i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower, (ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and (iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter; (c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary; (d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary; (e) promptly when available and in any event within ten days of publication, all material filings with the SEC; (f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and (g) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Amc Entertainment Inc), Credit Agreement (Amc Entertainment Inc)
Financial Information, etc. The Borrower will and the Company shall (and in the case of paragraph (c) below the Borrower and/or the relevant Guarantor shall) furnish, or will cause to be furnished, furnished to the Administrative Agent and for each Lender copies of the following financial statements, reports and information:information (all of which shall be computed in Dollars):
(a) promptly when available together with the financial statements delivered pursuant to Clauses 15.1(c) and in any event within 90 days after the close of each Fiscal Year
(id) a balance sheet at the close of such Fiscal Yearhereof, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearCertificate;
(b) promptly when available and in any event within 45 10 days after the last day of each calendar month, a Borrowing Base Certificate;
(c) within 65 days after the close of each of the first three Fiscal Quarters quarters of each Fiscal Year
(i) a , Consolidated balance sheet sheets of the Borrower, each Guarantor and of the Group at the close of such Fiscal Quarter quarter, and the related Consolidated and consolidating statements of income and retained earnings, stockholders' equity and statements of operations, changes in financial position of income the Borrower and of cash flows each Guarantor for the period commencing at the close end of the previous Fiscal Year and ending with the close of such Fiscal Quarterquarter, certified by a Managing Director or a Senior Vice President or Vice President of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower each Guarantor prepared in accordance with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any SubsidiaryGAAP;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 135 days after the close of each Fiscal QuarterYear, an Applicable Margin Determination Ratio CertificateConsolidated balance sheets at the close of such Fiscal Year and the related Consolidated statements of income and retained earnings, stockholders' equity and changes in financial position for such Fiscal Year, of the Borrower, each Guarantor and of the Group, certified without qualification by Price Waterhouse SARL or other independent public accountants of recognized standing selected by the Borrower and acceptable to the Majority Lenders;
(e) promptly upon the mailing thereof to stockholders generally, any annual report, proxy statement or other communication;
(f) promptly upon any filing thereof by the Borrower or any Guarantor with the Banque Centrale du Luxembourg or the Securities and Exchange Commission, any annual, periodic or special report or registration statement (exclusive of exhibits thereto) or any prospectus generally available to the public;
(g) promptly from time to time at the reasonable request of the Administrative Agent, valuations (appraisals) from the Borrower's independent valuers approved by the Administrative Agent (acting reasonably) of land, properties under development and operating properties held by the Borrower and the Guarantors (or any of them) and the Qualifying Issuers which are Subsidiaries and in the case of other Qualifying Issuers if the Borrower or any Guarantor or the Investment Adviser has such valuations;
(h) if in the Administrative Agent's reasonable opinion the aggregate Market Value of Qualifying Collateral has been adversely affected in a material way for whatever reason, a Borrowing Base Certificate dated and delivered within ten days of a request by the Administrative Agent which Borrowing Base Certificate shall demonstrate compliance with the Borrowing Base based upon the Market Value as defined in Clause 1.1 (Defined Terms) subject to the following modifications:
(i) the closing sale or bid price, as the case may be, of a Qualifying Security quoted by the Pricing Service as of the Business Day immediately preceding the date of the Borrowing Base Certificate shall apply;
(ii) in all other cases the values or amounts used for the purposes of the most recent Compliance Certificate delivered under Clause 15.1(a) shall apply for those items forming part of the Qualifying Collateral at the date of the Borrowing Base Certificate or if the relevant Qualifying Security has been acquired since the date of the most recent Compliance Certificate the value basis set forth in the definition of Market Value shall be used for such items;
(i) if at any time the Borrower has reason to believe that the aggregate Market Value of Qualifying Collateral quoted by the Pricing Service has been adversely affected in a material way for whatever reason, the Borrower shall immediately (and in any event within one Business Day of such time) notify the Administrative Agent and deliver a Borrowing Base Certificate within ten days of such notification which Borrowing Base Certificate shall demonstrate compliance with the Borrowing Base based upon the Market Value as defined in Clause 1.1 (Terms defined) subject to the modification set forth in paragraph (i) of sub- paragraph (h) above; and
(gj) promptly from time to time such other information with respect to the Qualifying Collateral or the financial condition, business, property, assets, revenues condition and operations of the Borrower and Subsidiaries Group or any member thereof as any Lender may, through the Administrative Agent or any Lender may Agent, from time to time reasonably request.
Appears in 2 contracts
Samples: Facility Agreement (Security Capital U S Realty), Facility Agreement (Security Capital U S Realty)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, Furnish to the Administrative Agent and each Lender Bank copies of the following financial statements, reports and other information:
(a) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Yearfiscal year of the Borrower:
(i) a consolidated balance sheet as at the close of such Fiscal Yearfiscal year, and 66 -52- related consolidated statements of operations, of shareholdersstockholders' equity and of cash flows for such Fiscal Yearfiscal year, of the Borrower and its Consolidated Subsidiaries certified (with comparable information as at the close of and for the prior fiscal year), such statements for such fiscal year to be audited and accompanied by an audit report issued without Impermissible Qualification by independent public accountants the Independent Public Accountant;
(ii) consolidating balance sheets as at the close of recognized standing selected by such fiscal year, and related consolidating statements of operations for such fiscal year, of the Borrower and reasonably acceptable its Subsidiaries (with comparable information as at the close of and for the prior fiscal year), certified as to fairness of presentation by the Required Lenders,principal accounting or financial Authorized Officer of the Borrower;
(iiiii) a Compliance Certificate calculated as of at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, fiscal year; and
(iv) commencing with the fiscal year of the Borrower ending June 30, 1999, a written statement of the Independent Public Accountant stating that, in making the examination necessary to make the audit report filed on the financial statements delivered pursuant to clause (i), it obtained no knowledge of any Default by the Borrower with or any of its Subsidiaries in the SEC on Form 10-K for performance or observance of any of the covenants contained in Section 8.2.4, or, if the Independent Public Accountant shall have obtained knowledge of any such Fiscal YearDefault, specifying all such Defaults and the nature and status thereof;
(b) promptly when available and in any event within 45 forty-five (45) days after the close of each fiscal quarter of each fiscal year of the first three Fiscal Quarters of each Fiscal YearBorrower:
(i) a consolidated balance sheet as at the close of each such Fiscal Quarter fiscal quarter, and related consolidated statements of operations, of income operations and of cash flows for such fiscal quarter and for the period commencing at the close portion of the previous Fiscal Year and ending with the close of such Fiscal Quarterfiscal year then ended, of the Borrower and its Consolidated Subsidiaries (with comparable information as at the close of and for the corresponding fiscal quarter of the prior fiscal year and for the corresponding portion of such prior fiscal year), certified as to fairness of presentation by the chief principal accounting or financial Authorized Officer of the Borrower,;
(ii) consolidating balance sheets as at the close of such fiscal quarter, and related consolidating statements of operations and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, of the Borrower and its Subsidiaries (with comparable information as at the close of and for the corresponding fiscal quarter of the prior fiscal year and for the corresponding portion of such prior fiscal year), certified as to fairness of presentation by the principal accounting or financial Authorized Officer of the Borrower; and
(iii) a Compliance Certificate calculated as of at the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterfiscal quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten forty-five (45) days of publication(or, all material filings 67 -53- with the SEC;
respect to subclause (fiii) within 45 days below, fifteen (15) days) after the close of each Fiscal Quarterfiscal month of the Borrower:
(i) a consolidated balance sheet as at the close of each such fiscal month, an Applicable Margin Determination Ratio Certificateand related consolidated statements of operations and cash flows for such fiscal month, of the Borrower and its Subsidiaries;
(ii) a statement as at the close of each such fiscal month showing aging and reconciliation of the Net Revenues Receivable of the Borrower and its Subsidiaries as at the close of such fiscal month; and
(giii) a schedule identifying each Financial Asset Account (other than Excluded Accounts) opened by or for the Borrower or any of its Subsidiaries during such fiscal month, and a Borrowing Base Report as at the close of each such fiscal month setting forth the amount of each of Eligible Trailing Revenues and the Eligible Projected Revenues of the Borrower and its Subsidiaries for the Collection Period ending as at the last day of such fiscal month and for the Projected Collection Period ending as at the last day of the third fiscal month following such fiscal month, attached to which shall be all reports and supporting information required by the Bank to confirm the Borrowing Base calculations as of the last day of such fiscal month;
(d) promptly upon receipt thereof, copies of all detailed financial and management reports, if any, submitted to the Borrower or any of its Subsidiaries by any independent public accountant in connection with any annual or interim audit made by any such independent public accountant of the books of the Borrower or of any of its Subsidiaries;
(e) promptly upon completion thereof, and in any event not later than June 15 of each fiscal year of the Borrower, a copy of the budget for the following fiscal year for the Borrower and its Subsidiaries, including, in each case, budgeted results for each fiscal quarter and for the fiscal year as a whole, together with an explanation of any differences between the sum of the individual budgets and the consolidated totals, and upon the delivery of any financial statements relating to any period included in such budget, a summary comparing the actual financial performance of the Borrower and its Subsidiaries during such period to that provided for in such budget; and
(f) promptly, such additional financial and other information with respect to the financial condition, business, property, assets, revenues and operations Borrower or any of the Borrower and its Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower It will furnishmaintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. TAG will deliver or will cause to be furnished, make available to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated balance sheet and a consolidating balance sheet for TAG and its Subsidiaries at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, retained earnings, and (in the case of shareholders' equity and of the consolidated financials only) cash flows for such Fiscal Year, of the Borrower TAG and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants (with (in the case of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(iiconsolidated financials only) a Compliance Certificate calculated as of comparable information at the close of such and for the prior Fiscal Year,
Year beginning with the Fiscal Year ending December 31, 2006 and for the Projections) certified (iiiin the case of consolidated statements) a projected without qualification by Singer Lewak Greenbaum & Goldstein LLP or other independent public accountaxxx xxxxxnabxx xxxxxxactory to the Administrative Agent, which statements shall be delivered together with TAG management's discussion and analysis of financial statement condition and results of the Borrower operation of TAG and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearSubsidiaries;
(b) promptly when available and in any event within 45 ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the first three computation date at the close of such Fiscal Quarters Year, together with such supplements to the schedules to the Perfection Certificate as are necessary to accurately reflect the information to be included on each such Schedule as of the end of each Fiscal Year;
(c) promptly when available and in any event within forty-five (45) days after the close of each calendar month of each Fiscal Year a consolidated balance sheet for TAG and its Subsidiaries at the close of such month and consolidated statements of operations and retained earnings and, starting with the reporting for the month of October 2006, cash flows, for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such month, of TAG and its Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and, starting with the reporting for the month of January 2007, with comparable information set forth in the Projections for the relevant period), certified by TAG's chief financial officer, provided that for the month of January, TAG shall have seventy (70) days after the close of the month to provide the information required by this Section 6.1.1(c); provided further, that for the consolidated statement of cash flows, TAG shall provide comparable information for prior fiscal periods beginning in October 2007.
(d) within forty-five (45) days after the close of each Fiscal Quarter, (i) a Compliance Certificate calculated as of the close of such Fiscal Quarter and a brief report containing management's discussion and analysis of the financial condition and results of operations of TAG and its Subsidiaries (together with a report from TAG's management containing management's discussion and analysis of any changes compared to prior results and the Projections as updated in accordance with Section 6.1.1(g)), starting with the reporting for the quarter ended September 30, 2006, together with (x) a description of projected business prospects (including projected Consolidated Capital Expenditures), and (y) an explanation of any variation in the income statement and balance sheet items greater than ten percent (10%) from the Projections as updated in accordance with Section 6.1.1(g); and (ii) a consolidated balance sheet for TAG and its Subsidiaries at the close of such Fiscal Quarter and consolidated statements of operationsoperations and retained earnings and cash flows, of income for such Fiscal Quarter and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower TAG and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal QuarterYear and with comparable information set forth in the Projections for the relevant period), andcertified by TAG's chief financial officer.
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(ce) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the any Borrower or any other Credit Party by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the any Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SECother Credit Party;
(f) within 45 ten (10) days after the close end of each Fiscal QuarterYear, (i) a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Credit Party and containing such additional information as any Agent or any Lender may reasonably request, and (ii) written evidence of payment of all premiums with respect to each policy of such insurance;
(g) within ten (10) days prior to the end of each Fiscal Year, updates to the Projections containing projected balance sheets, statements of operations and changes in cash flows of TAG and its Subsidiaries prepared on a consolidated basis for such Fiscal Year and each Fiscal Year thereafter (but in no event beyond the end of Fiscal Year 2010), prepared on an Applicable Margin Determination Ratio Certificateannual basis for the Fiscal Years thereafter, together with (A) supporting details and a statement of underlying assumptions, (B) projected trends of business and (C) a detailed schedule of Capitalized Lease Liabilities and outstanding Indebtedness;
(h) promptly after approval by TAG's Board of Directors, any material updates or revisions to any business plan described in Section 6.1.1(g);
(i) promptly upon the sending or filing thereof, copies of
(1) all reports that any Borrower or any other Credit Party sends to its security holders generally, (2) any notice that any Borrower or any other Credit Party sends under any of the Revolver Loan Documents, and (3) all reports and registration statements that any Borrower or any other Credit Party files with the Securities and Exchange Commission or any national securities exchange;
(j) promptly upon the delivery thereof under the Revolver Credit Agreement, a copy of any and all notices, reports, certificates and other information, including the Inventory Designation Certificate and the Financial Condition Certificate delivered under the Revolver Credit Agreement, together with all supporting schedules delivered in connection there with, provided that failure to deliver such copies will not constitute a Default under this Agreement;
(k) notice that the lenders under the Revolver Credit Agreement have refused to fund a borrowing request made by any Credit Party in accordance with the terms and conditions of the Revolver Credit Agreement (other than where such refusal is based on insufficient availability under the terms of the Revolver Credit Agreement); and
(gl) such other information with respect to the financial condition, business, property, assets, revenues revenues, operations and operations prospects of the Borrower Credit Party and Subsidiaries any other Credit Party as the Administrative any Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following its financial statements, reports and information:
(ai) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated and consolidating balance sheet at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the prior Fiscal Year), certified (in the case of consolidated statements) without Impermissible Qualification qualification by Arthxx Xxxexxxx L.L.P., Price Waterhouse LLP or other independent public accountants satisfactory to the Agent, together with a report containing management's discussion and analysis of recognized standing selected the financial condition and results of operation of the Borrower and its Subsidiaries (the delivery by the Borrower and reasonably acceptable to the Required Lenders,Agent of the Borrower's annual report on Form 10-K filed under the Securities Exchange Act of 1934, as amended, shall satisfy the requirements of this clause (a)(i));
(ii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a letter report of such independent public accountants at the close of such Fiscal Year to the effect that it has reviewed the provisions of this Agreement and the most recent Compliance Certificate being furnished pursuant to clause (a)(iii) of this Section 6.1.1 and that, in the course of performing its duties it did not become aware of any Default or Event of Default or any miscalculation in such Compliance Certificate relating to the financial tests set forth in Section 6.2.4 or relating to the calculation of Excess Cash Flow, except as such may be disclosed in such statement; and
(iii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, ; and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 forty-five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a Quarter, consolidated and consolidating balance sheet sheets at the close of such Fiscal Quarter Quarter, and consolidated and consolidating statements of operations, of income retained earnings, and of cash flows for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), certified by the chief accounting executive or financial Authorized Officer officer of the Borrower,, together with a brief report containing management's discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries (including a discussion and analysis of any changes compared to prior results) (the delivery by the Borrower of its quarterly report with respect to any Fiscal Quarter on Form 10-Q filed under the Securities Exchange Act of 1934, as amended, shall satisfy the requirements of this clause (b) with respect to such Fiscal Quarter) (subject to normal recurring year end adjustments);
(iic) promptly when available and in any event within thirty (30) days after the close of each calendar month of each Fiscal Year (other than a calendar month that is the last month of a Fiscal Quarter), consolidated and consolidating balance sheets at the close of such month, and consolidated and consolidating statements of operations, retained earnings, and cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such month, of the Borrower and its Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), certified by the chief executive or financial officer of the Borrower, together with a brief report containing management's discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries (including a discussion and analysis of any changes compared to prior results);
(d) promptly upon preparation of any update to the business plan described in clause (g) of this Section 6.
1.1 for the remaining term of Borrower's then current Fiscal Year as in the Borrower's reasonable judgment is required, a copy of such update; and
(e) within forty-five (45) days after the close of each Fiscal Quarter, a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(cf) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower or any Subsidiary;
(dg) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten (10) days of publication, all material filings with prior to the SEC;
(f) within 45 days after the close end of each Fiscal QuarterYear of the Borrower, an Applicable Margin Determination Ratio Certificate; and
(gi) such other information with respect a business plan of the Borrower and its Subsidiaries, in form, scope and detail satisfactory to the Agent, and (ii) consolidated and consolidating operating budgets for the twelve (12) months following the end of such Fiscal Year, prepared on a monthly basis, and for each Fiscal Year thereafter through the 2001 Fiscal Year, prepared on an annual basis, which budgets shall include estimated capital expenditures and other costs to be incurred by the Borrower and its Subsidiaries, on a consolidated and consolidating basis, during the applicable Fiscal Year, in each case, with accompanying detail, together with a report containing management's discussion and analysis of the projected financial condition, business, property, assets, revenues condition and results of operations of the Borrower and Subsidiaries as its Subsidiaries;
(h) promptly after approved by the Administrative Agent Borrower's Board of Directors, any updates or revisions to any Lender may from time business plan described in clause (g) of this Section 6.1.1, in addition to time reasonably request.those described in clause (d) of this Section 6.1.1
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) : promptly when available and in any event within 90 days after the close of each Fiscal Year
(i) Year a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' ’ equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (which can take the form of the financial information delivered pursuant to clause (a)(iv)) certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) Administrative Agent, a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) , a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) and the report filed by the Borrower with the SEC on Form 10-K 10‑K for such Fiscal Year;
(b) ; promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) Year a balance sheet at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) , a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) and the report filed by the Borrower with the SEC on Form 10-Q 10‑Q for each such Fiscal Quarter;
(c) ; promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) ; promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) ; promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) and such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower Company will furnish, or will --------------------------- cause to be furnished, to the Administrative Agent Agents and each Lender Bank copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 105 days after the close of each Fiscal Year,
(i) a the annual audited consolidated balance sheet of the Company and its Subsidiaries as at the close end of such Fiscal Year, year and the related audited consolidated statements of operationsincome, of shareholdersstockholders' equity investment and of cash flows for such Fiscal Yearyear, of setting forth in each case in comparative form the Borrower figures for the previous year, all in conformity with GAAP and its Consolidated Subsidiaries duly certified without Impermissible Qualification qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,an Independent Public Accountant;
(ii) a written statement of such Independent Public Accountant (A) to the effect that in making the examination necessary for the signing of the annual audit report of the Company, it has examined the Compliance Certificate and Leverage Ratio Certificate prepared by the Company and it has not become aware of any noncompliance by the Company with, or any Event of Default or Default under, this Agreement or the other Loan Documents and (B) to the effect that the Banks are intended to rely upon such Independent Public Accountant's certification of such annual audit reports and that it authorizes the Company to deliver such reports and certificate to the Banks on such Independent Public Accountant's behalf; and
(iii) a Compliance Certificate and, at the option of the Company, a Leverage Ratio Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 50 days after the close of each of the first three Fiscal Quarters of each Fiscal Year,
(i) the unaudited consolidated financial statements of the Company and its Subsidiaries, prepared in conformity with GAAP, signed by a Responsible Officer of the Company and consisting of at least a consolidated balance sheet as at the close of such Fiscal Quarter and consolidated statements of operations, of income earnings and of cash flows flow for such Fiscal Quarter and for the period commencing at from the close beginning of the previous such Fiscal Year and ending with to the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,; and
(ii) a Compliance Certificate and, at the option of the Company, a Leverage Ratio Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(fi) within 45 120 days after the close of each Fiscal QuarterYear, the annual unaudited consolidated balance sheet of each Subsidiary Borrower as at the end of such year and the related unaudited consolidated statements of income, stockholders' investment and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, all in conformity with GAAP and (ii) within 30 days after the same are required pursuant to applicable law or custom in the jurisdiction in which such Subsidiary Borrower is organized, the annual audited consolidated balance sheet of each Subsidiary Borrower as at the end of such year and the related audited consolidated statements of income, stockholders' investment and cash flows for such year, setting forth in each case in comparative form the figures for the previous year, all in conformity with GAAP and duly certified without qualification by an Applicable Margin Determination Ratio CertificateIndependent Public Accountant;
(d) promptly upon any filing thereof by the Company or any of its Subsidiaries with the Securities and Exchange Commission, any annual, periodic or special report or registration statement generally available to the public; and
(ge) promptly, such additional financial and other information with respect to the financial condition, business, property, assets, revenues Company and operations any of the Borrower and its Subsidiaries as any Bank through the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Mark Iv Industries Inc)
Financial Information, etc. The Borrower will furnish, furnish (or will cause to be furnished, ) to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) (i) promptly when available and in any event within 90 one hundred twenty (120) days after the close of each Fiscal Year
(i) , a consolidated balance sheet and a consolidating balance sheet for the Ultimate Holdco and its Subsidiaries (including the Borrower and the Irish Subsidiary) at the close of such Fiscal Year, and related consolidated statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower Ultimate Holdco and its Consolidated Subsidiaries (with comparable information at the close of and for the prior Fiscal Year beginning with the Fiscal Year ending December 31, 2011) in each case certified without Impermissible Qualification (in the case of consolidated statements) by its certified public accountants existing on the Closing Date, or other independent public accountants of recognized standing selected by the Borrower and reasonably acceptable satisfactory to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearAgent;
(b) promptly when available and in any event within 45 forty-five (45) days after the close of each of the first three Fiscal Quarters Quarter of each Fiscal Year
(i) , a balance sheet at the close of European Operations Report for such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterto date;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
within forty-five (d45) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, a Compliance Certificate from an Applicable Margin Determination Ratio CertificateAuthorized Person on behalf of the Borrower calculated as of the close of such Fiscal Quarter and a brief report containing management’s discussion and analysis of the financial condition and results of operations of the European Operations Companies;
(d) within thirty (30) days after the end of each Fiscal Year of the European Operations Companies, updates to the Projections prepared on a quarterly basis for the upcoming Fiscal Year supporting details and a statement of underlying assumptions;
(e) on or before the fifteenth (15th) day of each calendar month, a completed Borrowing Base Certificate from an Authorized Person on behalf of the Borrower reported in Euros with all necessary currency conversions made at spot exchange rates accurate as of the last day of the immediately preceding calendar month together with supporting schedules in such form as the Agent may reasonably approve; and
(gf) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries or the Irish Subsidiary as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Dana Holding Corp)
Financial Information, etc. The Borrower will furnishDeliver to the Administrative Agent, or will cause to be furnished, in form and detail reasonably satisfactory to the Administrative Agent and the Majority Lenders, with sufficient copies for each Lender copies of the following financial statements, reports and informationLender:
(a) promptly when available and in any event within as soon as available, but not later than 90 days after the close end of each Fiscal Year:
(i) a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the close end of such Fiscal Year, year and the related consolidated statements of operationsincome, of shareholders' equity and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the opinion of the Independent Public Accountant, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position and the results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by the Borrower and such auditors which are disclosed and described in such statements). Such opinion shall be issued by the Independent Public Accountant without Impermissible Qualification; and (ii) copies of consolidating balance sheets as at the end of such Fiscal Year, and related consolidating statements of income for such Fiscal Year of the Borrower and its Consolidated Subsidiaries (with comparable information as at the end of and for the previous Fiscal Year) certified without Impermissible Qualification by independent public accountants as to fairness of recognized standing selected presentation by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as chief financial officer of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearBorrower;
(b) promptly when available and in any event within as soon as available, but not later than 45 days after the close end of each of the first three Fiscal Quarters of each Fiscal Year:
(i) a copy of the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the close end of such Fiscal Quarter quarter and the related consolidated statements of operations, of income shareholders' equity and of cash flows for such quarter and for the period commencing portion of the Fiscal Year then ended, and certified by the chief financial officer of the Borrower as being complete and correct in all material respects and fairly presenting in all material respects, in accordance with GAAP (except for the absence of footnotes and subject to normal year-end adjustments), the financial position and the results of operations of the Borrower and its consolidated Subsidiaries; and (ii) copies of consolidating balance sheets as at the close of the previous Fiscal Year and ending with the close end of such Fiscal Quarter, and related consolidating statements of income for such Fiscal Quarter and for the portion of the Fiscal Year then ended of the Borrower and its Consolidated Subsidiaries (with comparable information as at the end of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year) certified as to fairness of presentation by the chief accounting or financial Authorized Officer officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, ; and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close not later than September 30 of each Fiscal QuarterYear of the Borrower, a copy of the annual business plan and budget for such Fiscal Year for the Borrower and its Subsidiaries, including, in each case, budgeted results for each Fiscal Quarter and for the Fiscal Year as a whole, together with an Applicable Margin Determination Ratio Certificate; and
(g) explanation of any differences between the sum of the individual budgets and the consolidated totals, and upon the delivery of any financial statements relating to any period included in such other information with respect to budget, a summary comparing the actual financial condition, business, property, assets, revenues and operations performance of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may from time during such period to time reasonably requestthat provided for in such budget.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following financial statements, reports and information:
(ai) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated balance sheet for the Borrower and its Subsidiaries at the close of such Fiscal Year, and related consolidated statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the prior Fiscal Year), certified without Impermissible Qualification qualification by Price Waterhouse LLP or other independent public accountants reasonably satisfactory to the Agent, together with a report containing a description of recognized standing selected by projected business prospects (including capital expenditures) and management's discussion and analysis of financial condition and results of operation of the Borrower and reasonably acceptable to the Required Lenders,its Subsidiaries;
(ii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a letter report of such independent public accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and the most recent Compliance Certificate being furnished pursuant to clause (a)(iii) and are not aware of any miscalculation in such Compliance Certificate relating to the financial tests set forth in Section 6.2.4 or of any default in the performance by the Borrower or any of its Subsidiaries of any obligation to be performed by such Loan Parties hereunder or under any other Loan Document, except such miscalculation or default, if any, as may be disclosed in such statement; and
(iii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, ; and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 thirty (30) days after the close of each of the first three Fiscal Quarters calendar month of each Fiscal Year:
(i) a consolidated balance sheet for the Borrower and its Subsidiaries at the close of such Fiscal Quarter month, and consolidated statements of operations, of income retained earnings, and of cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quartermonth, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and with comparable information set forth in the Projections for the relevant period, provided, however, that the Borrower shall not be required to deliver comparisons to the prior Fiscal Year for all financial statements relating to a calendar month ending on or prior to December 31, 1996), certified by the chief principal accounting or chief financial Authorized Officer of the Borrower,, together with a description of projected business prospects (including Consolidated Capital Expenditures) and a brief report containing management's discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries (including a discussion and analysis of any changes compared to prior results and the Projections);
(ii) updates to the business plan described in clause (e) hereof for the remaining term of the Borrower's then current Fiscal Year; and
(c) within thirty (30) days after the close of each Fiscal Quarter, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quartermonth;
(cd) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten (10) days prior to the end of publicationeach Fiscal Year of the Borrower, all material filings a business plan of the Borrower and its Subsidiaries, in form, scope and detail reasonably satisfactory to the Required Lenders, for the twelve (12) months following the end of such Fiscal Year, including consolidated operating budgets prepared on a monthly basis for such Fiscal Year, which budgets shall include estimated Consolidated Capital Expenditures and other costs to be incurred by the Borrower and its Subsidiaries, on a consolidated basis, during such Fiscal Year, in each case, with accompanying detail, together with a report containing management's discussion and analysis of the SECprojected financial condition and results of operations of the Borrower and its Subsidiaries;
(f) within 45 ten (10) days after prior to the close end of each Fiscal QuarterYear of the Borrower, projected statements of operations of the Borrower and its Subsidiaries for such Fiscal Year and each of the three Fiscal Years thereafter, prepared on a monthly basis for the upcoming Fiscal Year and on a quarterly basis for all Fiscal Years thereafter, together with supporting details and a statement of underlying assumptions, and together with the projected balance sheets, statements of operations and changes in cash flows of the Borrower and its Subsidiaries for such Fiscal Years, prepared on an Applicable Margin Determination Ratio Certificateannual basis, together with supporting details and a statement of underlying assumptions;
(g) promptly after approval by the Borrower's Board of Directors, any updates or revisions to any business plan described in the preceding clause (e), in addition to those described in clause (b)(ii) above;
(i) not later than Friday of each calendar week, a Borrowing Base Certificate as of the last day of the preceding calendar week and (ii) following a request by the Agent, within one (1) Business Day, a Borrowing Base Certificate as of the day of such request;
(i) no later than Friday of each calendar week, a detailed aged schedule, in a form satisfactory to the Required Lenders, of all commissions payable by the Borrower and its Subsidiaries under Telephone Placement Agreements or otherwise, as of the last Business Day of the prior week;
(j) no later than Friday of each calendar week, a detailed aged schedule, in a form satisfactory to the Required Lenders, of all telephone charges and other amounts owing to local exchange carriers, as of the last Business Day of the prior week;
(k) no later than Friday of each calendar week, a detailed aged schedule, in a form satisfactory to the Required Lenders, of all accounts payable of the Borrower and its Subsidiaries as of the last Business Day of the prior week;
(l) promptly upon the sending or filing thereof, copies of all reports that the Borrower or any of its Subsidiaries sends to its security holders generally, and copies of all reports and registration statements that the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; and
(gm) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries any Subsidiary as the Administrative Agent or any Lender may (through the Agent) from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower (and/or where stated below, each other Obligor) will furnish, or will cause to be furnished, prior to the Administrative Discharge Date to the Facility Agent (with copies for each Lender) and at all times, to each Lender Royalty Holder copies of the following financial statements, reports and information:
(a) promptly when available available, and in any event within 90 120 days after the close of each Fiscal Year
Year of the Borrower and (iif prepared or if requested) a each other Obligor, its own balance sheet sheets at the close of such Fiscal Year and the related statements of profit and loss and cash flow in each case with comparable information at the close of and for the prior Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified in each case reported on without Impermissible Qualification by independent public accountants the Auditors, together with a certificate from the Auditors to the effect that, in making the examination necessary for the signing of recognized standing selected such financial statements by the Borrower Auditors, they have not become aware of any Default in respect of Clauses 6.3 or any financial covenants incorporated in any Finance Document or an Insolvency Default that has occurred and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of is continuing, or, if they have become so aware, describing such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearDefault or breach;
(bi) promptly when available available, and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a Year of the Borrower falling on or after the Economic Completion Date, and any other Obligor, its balance sheet at the close of such Fiscal Quarter, and its related statements of profit and loss and cash flows in each such case in respect of such related statements, for such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding period during such prior Fiscal Year) and certified by an accounting or financial Authorised Representative of the Borrower and its Consolidated Subsidiaries certified by or, as the chief accounting or financial Authorized Officer case may be, such other Obligor; and
(i) within twenty days of the Borrower,last day of each Cash Flow Period falling on or after the Economic Completion Date, management accounts of the Borrower for the Cash Flow Period then ended in sufficient detail to enable the Facilities Agent to calculate Excess Cash Flow and CFAD for such Cash Flow Period;
(iic) on the Economic Completion Date and within 20 Business Days of each Calculation Date (other than the Economic Completion Date), a Compliance Certificate calculated as of the close of Economic Completion Date or such Fiscal QuarterCalculation Date, and
(iii) as the report filed case may be, indicating, inter alia, compliance any financial covenants set forth in any Finance Document on each Calculation Date coinciding with or scheduled to occur thereafter, together with such information concerning the calculations and assumptions used by the Borrower with in preparing such Compliance Certificate as the SEC on Form 10-Q for each such Fiscal QuarterFacility Agent, the Security Trustee or any Royalty Holder may (acting reasonably) request;
(cd) prior to the Economic Completion Date, upon request and, thereafter promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower by independent a certified public accountants or chartered accountant in connection with each annual or interim audit made by such accountants certified or chartered public accountant of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new SubsidiaryBorrower;
(e) on the New Ownership Date, annually on or about each anniversary of the New Ownership Date until the Economic Completion Date, on the Economic Completion Date and annually on the anniversary of the Economic Completion Date (or such other date as the Security Trustee shall agree), a memorandum prepared by the Borrower summarising the then outstanding insurance coverage with respect to the Mine and a certificate or certificates of insurance prepared by the Insurance Consultant confirming that: (i) all such insurance coverage is in full force and effect and all premiums payable in connection therewith have been paid; (ii) in the opinion of the Insurance Consultant, such insurance is sufficient for the purposes of the Mine and is responsive to the requirements of Clause 5.8; (iii) the Security Trustee is named as the sole loss payee under all policies of property insurance and as an additional insured under all policies of liability insurance; and (iv) the insurers under such insurance policies have undertaken in writing not to amend or terminate such policies without at least 30 days' prior written notice thereof to the Security Trustee and have entered into such undertakings as are required pursuant to Clause 5.8(b); it being agreed that such certificate(s) shall be conclusive as against the Borrower both as to the amount of insurance required and the perils against which coverage is required and the Borrower shall immediately ensure that insurance is effected in accordance with such certificate(s);
(f) as promptly as practicable details as to any: (i) material disputes with the Borrower's insurance carriers; (ii) failure by the Borrower to pay any insurance premium as and when available required that might result in the cancellation of the relevant policy; (iii) material reduction in the amount of, or any other material change in, insurance coverage maintained in connection with the Mine; (iv) failure to comply with its obligations under Clause 5.8, in each case stating the reasons therefor, together with any other information concerning the insurance and reinsurance coverage required to be maintained by it as the Security Trustee shall have reasonably requested; (v) occurrence of any actual or potential casualty or loss which is covered by the terms of any policy of insurance maintained by or on behalf of the Borrower in connection with the Mine; and (vi) notices received from any of the Borrower's insurance carriers with respect to the cancellation of or proposed cancellation of any policy of insurance maintained in connection with the Mine;
(g) without prejudice to the provisions of Clause 7.1(g) or 7.1(h), each Obligor will furnish promptly upon the occurrence thereof copies of any Instrument, correspondence or other item of documentation amending, supplementing or otherwise modifying any material provision of any Project Document to which such Obligor is a party and a detailed report of any departure from the performance by any party of any of its material obligations under any Project Document to which it is a party;
(h) promptly upon receiving knowledge of the same, each Obligor will furnish notice of the occurrence of any material default or event of default (however described but without prejudice to the provisions of Clause 7.1(g) or 7.1(h)) by any party under, or any other material change in or circumstance affecting, any of the Project Documents to which it is a party;
(i) without limiting any other provision of this Clause 5, as soon as possible and in any event within ten days three Business Days after the occurrence of publicationany Default of which it becomes aware with respect to any Obligor, all material filings such Obligor will furnish a statement of its chief financial officer setting forth details of such Default and the action which such Obligor has taken and proposes to take with the SECrespect thereto;
(fj) as soon as possible and in any event within 45 days five Business Days after:
(i) the occurrence of any adverse development with respect to any litigation, arbitration, employment dispute, or governmental investigation or proceeding to which an Obligor is a party which could reasonably have a Materially Adverse Effect with respect to any Obligor; or
(ii) the commencement of any material litigation, arbitration, employment dispute or governmental investigation or proceeding to which an Obligor is a party, the relevant Obligor will furnish to the Facility Agent and each Royalty Holder notice thereof and copies of all documentation relating thereto;
(k) without limiting any other provision of this Clause, each Obligor as soon as possible and in any event within three Business Days after such Obligor knows or has reason to know of the occurrence of any circumstance which could reasonably have a Materially Adverse Effect with respect to such Obligor, furnish notice of such occurrence;
(l) not later than the 15th day of each calendar month beginning after the New Ownership Date, the Borrower shall deliver a Monthly Mine Report as at the close of the previous calendar month in form and substance satisfactory (prior to the Discharge Date) to the Facility Agent (acting in consultation with the Independent Engineer) and (thereafter) to each Fiscal QuarterRoyalty Holder;
(m) not more than five Business Days after the end of each calendar month the Borrower shall deliver (i) a summary of the balance of each Project Account as at the last day of such calendar month (ii), an Applicable Margin Determination Ratio Certificateif requested, a statement showing in detail all credits to, debits from, and balances standing to the credit of the Project Accounts for such calendar month and (iii) if requested, a certificate, duly executed by the chief financial or accounting officer of the Borrower, indicating the amounts, and the relevant payee, of all Project Costs made for such calendar month, such payments to be consistent with (prior to the Economic Completion Date) the annual budget approved by the Secured Parties pursuant to Clause 2.1 or (on and from the Economic Completion Date) the Approved Budget and/or the Cash Flow Schedule (except to the extent permitted by Clause 3.3(d)(i));
(n) without prejudice to Clause 3.6 of the First Royalty Agreement or any similar provision in any other Royalty Agreement, the Borrower shall promptly after the end of each calendar year, deliver a statement to (if prior to the Discharge Date) the Facilities Agent and (at all times) each Royalty Holder (which statement shall have been subject to satisfactory review by the Independent Engineer) of estimated Proven and Probable Reserves as at the end of such calendar year;
(o) the Holding Company and the Borrower will furnish copies of each material filing report or document made to or filed with, or received from, any Governmental Agency, and of each material communication from such Obligor to shareholders or creditors generally, in each case promptly upon the making, filing or receipt thereof which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of such Obligor;
(p) each Obligor will furnish copies of all material Instruments entered into by such Obligor or any other person in connection with the Project or the operation of the Mine in each case promptly upon having entered into the same and will immediately give notice of any intention to enter into any such Instrument;
(q) the Borrower shall provide the Secured Parties (in the case of the Lenders, through the Facilities Agent) with copies of any other report or communication received by the Borrower from its auditors relating to the financial position or affairs of the Borrower which is of a material nature including any management letter from the auditors; and
(gr) each Obligor will furnish such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries such Obligor as the Administrative Agent or any Lender Finance Party may from time to time reasonably requestrequest in connection with the Project or any of the Operative Documents.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and copies (with sufficient copies for each other Lender copies Party) of the following financial statements, reports and information:
(a) promptly when available available, and in any event within 90 one hundred and eighty (180) days after the close of each Fiscal Year
(i) a , the consolidated balance sheet of the Borrower and its subsidiaries at the close of such Fiscal Year, Year and the related consolidated statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, flow of the Borrower and its Consolidated Subsidiaries certified subsidiaries, in each case with comparable information at the close of and for the prior Fiscal Year, and reported on without Impermissible Qualification by independent public accountants Pricewaterhouse Coopers or other auditors of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearrecognised international standing;
(b) promptly when available available, and in any event within 45 forty five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a Year of the Borrower, its consolidated balance sheet at the close of such Fiscal Quarter Quarter, and its related consolidated statements of operations, shareholders' equity and cash flow, in each such case in respect of income such related statements, for such Fiscal Quarter and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the Borrower prior Fiscal Year and its Consolidated Subsidiaries for the corresponding period during such prior Fiscal Year) and certified by the chief an accounting or financial Authorized Officer Authorised Representative of the Borrower,;
(iic) within thirty (30) Business Days after each Calculation Date, a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any SubsidiaryCalculation Date;
(d) promptly upon as soon as possible and in any event within three (3) Business Days after the incorporation or acquisition thereof, information regarding the creation or acquisition occurrence of any new SubsidiaryDefault, a statement of the chief financial Authorised Representative of the Borrower setting forth details of such Default and the action which has been taken, and which it is proposed be taken, with respect thereto;
(e) promptly when available as soon as possible (and in any event within ten days three (3) Business Days) after the Borrower knows or has reason to know of publicationany event or circumstance which has a reasonable likelihood of having a Materially Adverse Effect, all material filings with notice of such event or circumstance describing the SECsame in reasonable detail;
(f) within 45 days not more than ten (10) Business Days after the end of each calendar month, a statement showing in detail all credits to, debits from, and balances standing to the credit of the Operating Account for such calendar month;
(g) promptly upon the making, filing or receipt thereof, copies of each filing and report or document made to or filed with, or received from, any Governmental Agency, and of each communication from the Borrower to its shareholders or creditors generally, which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of any RRL Group Company;
(h) upon request by the Agent and not more than ten (10) Business Days after the close of each Fiscal Quartercalendar month, an Applicable Margin Determination Ratio Certificatethe "Monthly Mine Report" as at the close of such calendar month required to be delivered by Morila S.A. pursuant to the loan agreement referred to in the definition of the term "Morila Project Financing"; and
(gi) such other information with respect to the its financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender (acting through the Agent) may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower Borrowers will furnish, or will cause to be furnished, furnish to the Administrative Agent and each Lender of the Banks copies of the following financial statements, reports and information:
(a) promptly when as soon as available and in any event within 90 ninety (90) days after the close end of each Fiscal Year
(i) fiscal year of QDI, a copy of its annual consolidated audited report, including balance sheet at the close sheet, related statements of such Fiscal Yearincome, statements of stockholders' equity and statements of operations, of shareholders' equity and of cash flows of QDI and its consolidated Subsidiaries for such Fiscal Yearfiscal year, of with comparative figures for the Borrower and its Consolidated Subsidiaries preceding fiscal year, prepared in accordance with GAAP certified without Impermissible Qualification qualification or exception by a nationally recognized firm of independent public accountants of recognized standing selected by the Borrower and which are reasonably acceptable to the Administrative Agent and the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearBanks;
(b) promptly when as soon as available and in any event within 45 forty-five (45) days after the close end of each of the first three Fiscal Quarters (3) fiscal quarterly periods of each Fiscal Year
(i) a balance sheet at the close fiscal year of such Fiscal Quarter and QDI, consolidated statements of operationsincome, of income stockholders' equity and of cash flows of QDI and its consolidated Subsidiaries for such period and for the period commencing from the beginning of the respective fiscal year to the end of such period, and the related consolidated balance sheets as at the close of the previous Fiscal Year and ending with the close end of such Fiscal Quarterperiod, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a senior financial officer of QDI which shall state that said financial statements fairly present the Borrower consolidated financial condition and results of operations of QDI and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of in accordance with GAAP for such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterperiod;
(c) promptly upon receipt thereof with each financial statement required by Section 5.1(a) and upon request of (b) to be delivered to the Administrative Agent or any Lenderand each of the Banks, copies of all management letters submitted (i) a certificate ("Compliance Certificate") in a form acceptable to the Borrower Administrative Agent and the Required Banks signed by independent public accountants in connection with each annual the president, the senior vice president or interim audit made by such accountants the chief financial officer of QDI (i) stating that, to the best of his knowledge after reasonable investigation, no Default or Event of Default has occurred and is continuing, or if a Default or an Event of Default has occurred and is continuing, a statement of the books nature thereof and the action which the Borrowers propose to take with respect thereto, and (ii) setting forth, in sufficient detail, the information and computations required to establish whether or not the Borrowers were in compliance with the requirements of Sections 6.1 through 6.3, inclusive, during the periods covered by the financial reports then being furnished and as of the Borrower or any Subsidiaryend of such periods;
(d) promptly upon with each financial statement required by Section 5.1(a) to be delivered to the incorporation or acquisition thereofAdministrative Agent and each of the Banks for a fiscal year, information regarding a separate written statement of the creation or acquisition independent public accountant which certified such financial statements that (i) such accountants have obtained no knowledge of any new SubsidiaryDefault or Event of Default having occurred and continuing, or if such accountants have obtained knowledge of any such Default or Event of Default, the accountants shall disclose such Defaults or Events of Default and the nature thereof and (ii) that such accountants have reviewed the Compliance Certificate to be delivered by QDI for and as of the end of such fiscal year and found the calculations contained therein to be accurate and in agreement with such financial statements;
(e) promptly when available upon their becoming available, copies of all registration statements and in any event within ten days of publicationreports (including without limitation reports on Forms 10- K, all material filings 10-Q and 8-K) which QDI shall have filed with the SECSecurities and Exchange Commission;
(f) promptly upon the mailing thereof to the stockholders of QDI, copies of all financial statements, reports and proxy statements so mailed;
(g) promptly after a Borrower knows or has reason to know that any Default has occurred, a notice of such Default describing the same in reasonable detail and a description of the action that the Borrowers have taken and propose to take with respect thereto;
(h) promptly after receipt thereof, all letters and reports to management of QDI prepared by its independent certified public accountants and the response of the management of QDI thereto;
(i) promptly following the commencement of any litigation, suit, administrative proceeding or arbitration relating to the Borrowers, or either of them, or any of QDI's Subsidiaries relating to the transactions contemplated by this Agreement or which if adversely determined could be a Material Adverse Occurrence, a notice thereof describing the allegations of such litigation, suit, administrative proceeding or arbitration and such Borrower's or such Subsidiary's response thereto;
(j) promptly upon learning thereof, a notice of any "reportable event" or "prohibited transaction" or the imposition of a withdrawal or termination liability within 45 days after the close meaning of each Fiscal QuarterERISA in connection with any Plan and, an Applicable Margin Determination Ratio Certificatewhen known, any action taken by the Internal Revenue Service, Department of Labor or PBGC with respect thereto; and
(gk) such other information with respect to the financial condition, business, property, assets, revenues condition and operations of the Borrower and Borrowers or any of QDI's Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower Each Obligor will furnish, or will cause to be furnished, to the Administrative Facility Agent and copies (with sufficient copies for each other Lender copies Party) of the following financial statements, reports and information:; PROVIDED, HOWEVER, that (except in the case of Clauses 8.1(a), 8.1(b), 8.1(f) and 8.1(h)), RRL will not be under any further obligation under this Clause at any time following the RRL Guarantee Release Date (but without prejudice to any liability arising as a result of any breach on or prior to the RRL Guarantee Release Date of any undertaking of RRL contained in this Clause):
(a) promptly when available available, and in any event within 90 one hundred and eighty (180) days after the close of each Fiscal Year
(i) a , the consolidated balance sheet of RRL and its subsidiaries at the close of such Fiscal Year, Year and the related consolidated statements of operations, of shareholders' equity and cash flow of cash flows RRL and its subsidiaries, in each case with comparable information at the close of and for such the prior Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified reported on without Impermissible Qualification by independent public accountants PricewaterhouseCoopers or other auditors of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearrecognised international standing;
(b) promptly when available available, and in any event within 45 forty five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal YearYear of each Obligor:
(i) a in the case of the Borrower, its balance sheet at the close of such Fiscal Quarter Quarter, and its related statements of operations, shareholders, equity and cash flow; and
(ii) in the case of income each Guarantor, its consolidated balance sheet at the close of such Fiscal Quarter, and its related consolidated statements of operations, shareholders' equity and cash flows flow, in each such case in respect of such related statements, for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the Borrower prior Fiscal Year and its Consolidated Subsidiaries for the corresponding period during such prior Fiscal Year) and certified by the chief an accounting or financial Authorized Officer Authorised Representative of the Borrower,relevant Obligor;
(iic) within thirty (30) Business Days after 31 March, 30 June, 30 September and 31 December of each calendar year (commencing with 30 September, 2004) and on the Mechanical Completion Date, the Economic Completion Date, the Group Members Undertakings Release Date and the RRL Guarantee Release Date, a Compliance Certificate calculated as of such date, indicating, inter alia, (i) in the close case of any Compliance Certificate delivered prior to the Economic Completion Date, compliance with each of the financial covenants contained in Clause 6.6 of the RRL Guarantee, and (ii) in the case of any Compliance Certificate delivered on or after the Economic Completion Date, compliance with each of the financial covenants contained in Clause 6.6 of the RRL Guarantee (to the extent that such Fiscal Quartercovenants are in accordance with the provisions of the RRL Guarantee, and
(iiithen required to be complied with) and with each of the report filed ratios set forth in Clause 9.1, together with, in each such case, such information concerning the calculations and assumptions used by the Borrower with and/or RRL in preparing such Compliance Certificate as the SEC on Form 10-Q for each such Fiscal QuarterFacility Agent may request;
(cd) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower each Obligor by independent a certified public accountants accountant in connection with each annual or interim audit made by such accountants certified public accountant of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiarysuch Obligor;
(e) annually, within five (5) Business Days of the annual renewal date of the insurance policies maintained in connection with the Mine, a memorandum prepared by the Borrower summarising the then outstanding insurance coverage with respect to the Mine together with a certificate or certificates of insurance prepared by the Insurance Consultant and in form and substance satisfactory to the Facility Agent confirming that:
(i) all such insurance coverage is in full force and effect and all premiums payable in connection therewith have been paid;
(ii) in the opinion of the Insurance Consultant, such insurance is sufficient for the purposes of the Mine and is responsive to the requirements of Clause 10.14;
(iii) the Facility Agent is named as the first loss payee under all policies of property insurance and as an additional insured under all policies of liability insurance; and
(iv) the insurers under such insurance policies have undertaken in writing not to amend or terminate such policies without at least thirty (30) days' prior written notice thereof to the Facility Agent and have entered into such undertakings as are required pursuant to Clause 10.14; it being agreed that such certificate shall be conclusive as against the Borrower both as to the amount of insurance required and the perils against which coverage is required and the Borrower shall immediately insure in accordance with such certificate;
(f) as promptly as practicable after the occurrence of the relevant event details as to any:
(i) material disputes with such of its insurance carriers as are providing insurance coverage with respect to the Mine;
(ii) failure to pay any insurance premium as and when available required that might result in the cancellation of any policy implemented in connection with, or relating to, the Mine;
(iii) material reduction in the amount of, or any other material change in, insurance or reinsurance coverage maintained in connection with the Mine;
(iv) failure to comply with its obligations under Clause 10.14, in each case stating the reasons therefor, together with any other information concerning the insurance and reinsurance coverage required to be maintained by it as the Facility Agent shall have reasonably requested;
(v) occurrence of any actual or potential casualty or loss which is covered by the terms of any policy of insurance maintained in connection with the Mine;
(vi) notices received from any insurance carriers with respect to the cancellation of or proposed cancellation of any policy of insurance maintained in connection with the Mine (and, in the case of the notification of any such details, stating the reasons therefore, together with any other information concerning the insurance coverage required to be maintained pursuant to this Agreement as the Facility Agent shall have reasonably requested); and
(vii) occurrence of any event which, to any Obligor's knowledge, is of the nature referred to in the Political Risk Insurance as an event which is insured thereby;
(g) without prejudice to the provisions of Clause 10.16, 10.31, 10.32, 11.1.7 or 11.1.8, the Borrower will furnish promptly upon the effectiveness or occurrence thereof, as the case may be, copies of any instrument, correspondence or other item of documentation amending, supplementing or otherwise modifying the material provisions of any Project Document and a detailed report of any agreed material departure from the performance by any party of any of its material obligations under any Project Document;
(h) promptly upon receiving knowledge of the same, notice of the occurrence of any default or event of default (howsoever denominated but without prejudice to the provisions of Clause 11.1.7 or 11.1.8) by any party under, or any other material change in or circumstance affecting, any of the Project Documents;
(i) without limiting any other provisions of this Clause 8.1, as soon as possible (and in any event within ten days three (3) Business Days) after becoming aware of publicationthe occurrence of any Default, all material filings the Borrower will furnish a statement of the chief financial Authorised Representative of the Borrower setting forth details of such Default and the action which has been taken, and which it is proposed be taken, with the SECrespect thereto;
(fj) without limiting any other provision of this Clause 8.1 as soon as possible (and in any event within 45 days three (3) Business Days) after any Obligor knows or has reason to know of any event or circumstance which has a reasonable likelihood of having a Materially Adverse Effect with respect to such Obligor, notice of such event or circumstance describing the same in reasonable detail;
(k) as soon as possible (and in any event within three (3) Business Days) after:
(i) the occurrence of any adverse development with respect to any litigation, arbitration, employment dispute, or governmental investigation or proceeding described in Clause 7.7 which has a reasonable likelihood of having a Materially Adverse Effect with respect to any Obligor; or
(ii) the commencement of any litigation, arbitration, employment dispute or governmental investigation or proceeding of the type described in Clause 7.7, the relevant Obligor will furnish to the Facility Agent notice thereof and such details in connection therewith as the Facility Agent may reasonably request;
(l) promptly upon the making, filing or receipt thereof, copies of each filing and report or document made to or filed with, or received from, any Governmental Agency, and of each communication from any Obligor to its shareholders or creditors generally, which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of any Group Member;
(m) not more than twenty (20) Business Days after the close of each Fiscal Quartercalendar month, an Applicable Margin Determination Ratio Certificatethe Borrower shall deliver a Monthly Mine Report as at the close of such calendar month in form and substance satisfactory to the Facility Agent and the Required Lenders;
(i) not more than twenty (20) Business Days after the end of each calendar month the Borrower shall deliver a statement showing in detail all credits to, debits from, and balances standing to the credit of the Project Accounts for such calendar month; and
(gii) upon the reasonable request of the Facility Agent, the Borrower shall deliver a certificate, duly executed by the chief financial or accounting Authorised Representative of the Borrower, indicating the amounts, and the relevant payee, of all Project Costs made for such calendar month, such payments to be consistent with the Cash Flow Schedule (except to the extent permitted by Clause 4.4(c));
(o) promptly when available, and in any event within one hundred and eighty (180) days after the end of each calendar year, the Borrower shall deliver a statement of Proven and Probable Reserves as at the end of such calendar year;
(p) the Borrower will, immediately upon becoming aware of any fact or circumstance giving rise to (or likely to give rise to) any cost overrun which might oblige either Guarantor to make a contribution pursuant to Clause 6.1(c) of either Guarantee, give notice of such fact or circumstance. Such notice shall include information in reasonable detail as to the amount of such cost overrun, the circumstances giving rise thereto and any further possible cost overruns as may then be likely to occur;
(q) the Borrower will furnish copies of all material instruments entered into by any person in connection with the Loulo Project or the operation of the Mine (including the Mining Contract, the Power Contract, the Refining Contract and the Road Agreement, in each case as entered into pursuant to Clause 10.16(b)(i)) in each case promptly upon having entered into the same (and of all material instruments entered into by any other persons in connection with the Loulo Project promptly upon receipt of the same by the Borrower (and, in connection with any such instrument, the Borrower undertakes to attempt to acquire the same as quickly as is reasonably possible after it becomes aware of such instrument)) and the Borrower will immediately give notice of its intention to enter into any such instrument or the intention of any other person to enter into any such instrument (promptly upon the Borrower becoming aware of such intention);
(r) such information (including forward looking information) as may be required in order to enable the production of any revised Cash Flow Schedule pursuant to Clause 1.8(b); and
(s) such other information with respect to the its financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Facility Agent or any Lender (acting through the Facility Agent) may from time to time reasonably request.
Appears in 1 contract
Samples: Project Term Loan Facility Agreement (Randgold Resources LTD)
Financial Information, etc. The Borrower will furnish, or --------------------------- will cause to be furnished, to the Administrative Agent and each Lender Bank copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 days after the close of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholdersTotal Owners' equity Equity and of cash flows for such Fiscal Year, of CEI and the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower or CEI and reasonably acceptable to the Required LendersBank,
(ii) a Compliance Certificate calculated as letter report of such accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and are not aware of any Default hereunder (insofar as any Default may relate to accounting matters) continuing at the end of such Fiscal Year,, except such Default, if any, as may be disclosed in such statement, and
(iii) a projected financial statement certificate of an Authorized Officer of the Borrower that no Default has occurred and its Consolidated Subsidiaries for is continuing, or specifying any such Default and the following Fiscal Yearactions, and
(iv) the report filed if any, being taken by the Borrower with the SEC on Form 10-K for such Fiscal Year;respect thereto,
(b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income total owners' equity and of changes in cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of CEI and the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal QuarterSubsidiaries;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Significant Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(gd) such other information with respect to the financial condition, business, property, assets, revenues revenues, and operations of the Borrower Borrower, either Guarantor and the Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Samples: Senior Revolving Loan Agreement (Consol Energy Inc)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following financial statements, reports and information:
(ai) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated balance sheet and a consolidating balance sheet for the Borrower and its Subsidiaries at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the prior Fiscal Year), certified (in the case of consolidated statements) without Impermissible Qualification qualification by Deloitte & Touche LLP or other independent public accountants reasonably satisfactory to the Agent, together with a report containing a description of recognized standing selected by the projected business prospects (including capital expenditures) and management's discussion and analysis of financial condition and results of operation of Borrower and reasonably acceptable to the Required Lenders,its Subsidiaries;
(ii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a letter report of such independent public accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and the most recent Compliance Certificate being furnished pursuant to clause (a)(iii) and are not aware of any miscalculation in such Compliance Certificate relating to the financial tests set forth in Section 6.2.4 or of any default in the performance by the Borrower or any of its Subsidiaries to be performed by such Loan Parties hereunder or under any other Loan Document, except such miscalculation or default, if any, as may be disclosed in such statement; and
(iii) promptly when available and in any event within ninety(90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, ; and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 forty-five (45) days after the close of each of the first three Fiscal Quarters calendar month of each Fiscal Year
(i) Year a consolidated balance sheet and a consolidating balance sheet for the Borrower and its Subsidiaries at the close of such Fiscal Quarter month, and consolidated and consolidating statements of operations, of income retained earnings, and of cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quartermonth, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and with comparable information set forth in the Projections for the relevant period), certified by the chief accounting or financial Authorized Officer officer of the Borrower,, together with (v) a description of projected business prospects (including Consolidated Capital Expenditures), (w) an explanation of any variation greater than five percent (5%) from the Projections as updated in accordance with clause (f) of this Section 6.1.1, (x) an explanation for any adverse variation in revenues for the relevant month that is greater than 5% when compared to prior year same period revenues, (y) an explanation for any variation in cost of goods sold, payroll, occupancy and selling expenses, all of which need to be calculated as a percent of revenues and the variation therein is greater than 3% when compared with prior year numbers and (z) the Monthly Reporting Requirements;
(iic) within forty-five (45) days after the close of each Fiscal Quarter, a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) Quarter and a brief report containing management's discussion and analysis of the report filed by financial condition and results of operations of the Borrower and its Subsidiaries (including a discussion and analysis of any changes compared to prior results and the Projections as updated in accordance with the SEC on Form 10-Q for each such Fiscal Quarterclause (f) of this Section 6.1.1);
(cd) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten (10) days after the end of publicationeach Fiscal Year of the Borrower, (i) a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and containing such additional information as the Agent or any Lender may reasonably request, and (ii) written evidence of payment of all material filings premiums with respect to each policy of such insurance (including, without limitation, the SECkey man life insurance policy required to be maintained under Section 6.1.5);
(f) within 45 ten (10) days after prior to the close end of each Fiscal QuarterYear of the Borrower, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect updates to the Projections containing projected balance sheets, statements of operations and changes in cash flows of the Borrower and its Subsidiaries prepared on a consolidated basis and on a per airport basis for such Fiscal Year and each of the six Fiscal Years (but in no event beyond the end of Fiscal Year 2008) thereafter, prepared on a monthly basis for the upcoming Fiscal Year and on an annual basis for such Fiscal Years thereafter, together with (A) supporting details and a statement of underlying assumptions, (B) a report containing management's discussion and analysis of the projected financial condition, business, property, assets, revenues condition and results of operations of the Borrower and Subsidiaries as its Subsidiaries, (C) projected trends of business and (D) a detailed schedule of Capital Lease Obligations and outstanding Indebtedness;
(g) promptly after approval by the Administrative Agent Borrower's Board of Directors, any updates or revisions to any Lender may from time to time reasonably request.business plan described in the preceding clause (f) of this Section 6.1.1
Appears in 1 contract
Financial Information, etc. The Borrower will furnishAgent shall have received, or will cause to with counterparts for each Lender, each of the following (all of which shall be furnished, satisfactory to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 days after the close of each Fiscal YearLender):
(i) a balance sheet at the close of such audited consolidated financial statements for Holdings and its Subsidiaries for its 1995 and 1996 Fiscal Years, (ii) unaudited consolidating financial statements for Holdings and its Subsidiaries for its 1996 Fiscal Year, (iii) an audited balance sheet for its 1995 and 1996 Fiscal Years and (iv) estimated income statements of operations, of shareholders' equity and of cash flows for such its 1997 Fiscal Year, prepared in accordance with GAAP consistently applied and, in the case of the Borrower clauses (i) and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement ), free of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearany Impermissible Qualification;
(b) promptly when available quarterly consolidated and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
consolidating unaudited financial statements for Holdings and its Subsidiaries (i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of including the Borrower and its Consolidated Subsidiaries Wholly-Owned Subsidiaries) for the nine month period ending September 30, 1997, certified by the chief accounting or financial Authorized Officer of Holdings, prepared in accordance with GAAP consistently applied and subject to year-end audit adjustments and the Borrower,
(ii) a Compliance Certificate calculated as addition of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10schedules and footnotes at year-Q for each such Fiscal Quarterend;
(c) promptly upon receipt thereof with respect to Can-Am, reviewed financial statements for its 1995 and upon request 1996 fiscal years and audited financial statements for its 1997 fiscal year, in each case prepared in accordance with GAAP consistently applied and, in the case of the Administrative Agent or audited financial statements for its 1997 fiscal year, free of any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any SubsidiaryImpermissible Qualification;
(di) promptly upon unaudited financial statements for Can-Am for the incorporation or acquisition thereofseven month period ending December 31, information regarding 1997, certified by the creation or acquisition chief financial officer of any new SubsidiaryCan-Am, prepared in accordance with GAAP consistently applied and subject to year-end audit adjustments and the addition of schedules and footnotes at year-end, and (ii) the management estimate of financial results for Can-Am for the twelve month period ending December 31, 1997;
(e) promptly when available with respect to the Borrower, (i) audited statements of net assets sold by American Home Products' Whitxxxxx Xxxxx Xxxlth Care Division and certain domestic vitamin supplements and consumer health care brands, as of November 30, 1995 and 1996, and related statements of net revenues in any event within ten days excess of publicationdirect expenses and (ii) unaudited income statements for its 1997 Fiscal Year, all material filings such financial statements having been prepared in accordance with the SECGAAP consistently applied;
(f) within 45 days after monthly unaudited income statements and year-end balance sheets for the close Women's Home Testing product line of each Holdings for Holdings' 1997 Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.Year;
Appears in 1 contract
Samples: Credit Agreement (Selfcare Inc)
Financial Information, etc. The Borrower Borrowers will furnish, or will cause to be furnished, furnish to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when as soon as available and in any event on or prior to June 30, 2017, a copy of the consolidated and consolidating audited financial statements, including balance sheet, related statements of operations, and statements of cash flows, of the Acquired Company for the fiscal year ended December 31, 2016, with comparative figures for the preceding fiscal year, prepared in accordance with GAAP, certified without qualification or exception by a nationally recognized auditor that is not subject to qualification as to “going concern” or the scope of such audit, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of the Acquired Company in accordance with GAAP for such period;
(b) as soon as available and in any event within 90 one hundred twenty (120) days after the end of each fiscal year of the Borrowers (commencing with the fiscal year ending December 31, 2017), a copy of the consolidated and consolidating audited financial statements, including balance sheet, related statements of operations, and statements of cash flows, of Holdings, the Borrowers and their Subsidiaries for such fiscal year, with comparative figures for the preceding fiscal year, prepared in accordance with GAAP, certified without qualification or exception by a nationally recognized auditor that is not subject to qualification as to “going concern” or the scope of such audit other than solely with respect to, or resulting solely from, an upcoming Maturity Date under the Term Loans, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of Holdings, the Borrowers and their Subsidiaries in accordance with GAAP for such period;
(c) as soon as available and in any event within thirty (30) days after the end of each fiscal quarterly period of each fiscal year of the Borrowers (or, for with respect to the last such quarterly period ending in any fiscal year, forty five (45) days after the end of such quarterly period), commencing with the fiscal quarter ended March 31, 2017, consolidated and consolidating statements of operations and cash flows of Holdings, the Borrowers and their Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of Holdings, the Borrowers and their Subsidiaries in accordance with GAAP for such period, (subject to year-end adjustments and the lack of GAAP footnotes);
(d) as soon as available and in any event within thirty (30) days after the end of each of the first two fiscal months of each fiscal quarter of the Borrowers, consolidated and consolidating statements of operations and cash flows of Holdings, the Borrowers and their Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year;
(e) with each financial statement required by Section 5.1(b) and Section 5.1(c) (other than the last fiscal quarter of such year) to be delivered to the Administrative Agent, a Compliance Certificate signed by a Responsible Officer of the Borrower Agent;
(f) concurrently with delivery of financial statements under clauses (a), (b) and (c) above, a management report, in reasonable detail, signed by the chief financial officer of the Borrower Agent, describing the operations and financial condition of the Loan Parties and their Subsidiaries for the fiscal quarter and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), together with a discussion comparing such results as compared to the applicable figures for such period set forth in the projections most recently delivered pursuant to clause (k) below;
(g) promptly after any Borrower knows or has reason to know that any Default or Event of Default has occurred and is continuing, any “Default” or “Event of Default” under and as defined in any Revolving Loan Documents has occurred and is continuing or any Material Adverse Effect has occurred, but in any event not later than five (5) Business Days after any Responsible Officer of any Borrower becomes aware thereof, a notice from the Borrower Agent of such Default, Event of Default, “Default”, “Event of Default” or Material Adverse Effect describing the same in reasonable detail and a description of the action that the Borrowers have taken and propose to take with respect thereto;
(h) promptly after a Loan Party’s obtaining knowledge thereof, notice to the Administrative Agent of any of the following that affects a Loan Party: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect, (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, (c) any default under or termination of a Material Contract, (d) any judgment in an amount exceeding $500,000, (e) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect, (f) any violation or asserted violation of any applicable Law (including ERISA, the Fair Labor Standards Act of 1938, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect, (g) any Environmental Release by a Loan Party or on any Real Property owned, leased or occupied by a Loan Party, or receipt of any Environmental Notice, (h) the occurrence of any ERISA Event, (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants, or (j) any opening of a new office or place of business, at least thirty (30) days prior to such opening.
(i) promptly after receipt thereof, but in any event not later than five (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, all final letters and reports to management of a Borrower prepared by its independent certified public accountants and the responses of the management of such Borrower thereto;
(j) promptly following the commencement of any litigation, suit, administrative proceeding or arbitration relating to any Borrower or any of its Properties which if adversely determined could reasonably be expected to result in a Material Adverse Effect or otherwise relating in any way to the transactions contemplated by this Agreement, but in any event not later than (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, a notice thereof from the Borrower Agent describing the allegations of such litigation, suit, administrative proceeding or arbitration and the Borrowers’ response thereto;
(k) not later than thirty (30) days after the start of each fiscal year of the Borrowers, projections of Holdings’, the Borrowers’ and their Subsidiaries’ consolidated balance sheets, results of operations, cash flow and “Availability” (as defined in the Revolving Loan Documents) for the next fiscal year, fiscal month by fiscal month, together with a statement of all underlying assumptions, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of any Loan Party;
(l) promptly after receipt thereof, but in any event not later than five (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement (including, without limitation, the Revolving Loan Documents) and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;
(m) promptly after the sending or filing thereof, any certifications or other documents (including any exhibits or other backup thereto) regarding the post-closing settlement or other “true-up” of consideration paid under the Acquisition Documents;
(n) at the Administrative Agent’s request, a listing of each Loan Party’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to the Administrative Agent;
(o) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Loan Party has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Loan Party files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Loan Party to the public concerning material changes to or developments in the business of such Loan Party;
(p) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan;
(q) promptly upon any officer of any Loan Party obtaining knowledge that any Loan Party has either (i) registered or applied to register any Intellectual Property with any Governmental Authority or (ii) acquired any interest in Real Property (including leasehold interests in Real Property), a certificate of a Responsible Officer describing such Intellectual Property and/or such Real Property in such detail as the Administrative Agent shall reasonably require;
(r) promptly upon the completion thereof, any third-party audit or other review of the Closing Date balance sheet of the Loan Parties;
(s) as soon as available, and in any event within 120 days after the close of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, fiscal year of the Borrower Borrowers, financial statements for each Guarantor, in form and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable substance satisfactory to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearAdministrative Agent;
(bt) upon request, provide the Administrative Agent with copies of all existing agreements, and promptly when available after execution thereof provide the Administrative Agent with copies of all future agreements, between a Loan Party and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting which any Collateral may be kept or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterthat otherwise may possess or handle any Collateral;
(cu) promptly from time to time (but no more frequently than one time per fiscal quarter) upon receipt thereof and upon the reasonable request of Administrative Agent, the Borrowers shall make appropriate members of management available at reasonable times during normal business hours for a telephone conference to discuss with Administrative Agent or any Lender, copies of all management letters submitted to and the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants Lenders the financial condition and operations of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available Borrowers and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificatetheir Subsidiaries; and
(gv) such other information with respect to the financial condition, business, property, assets, revenues condition and operations of the Borrower Borrowers and their Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower Borrowers will furnish, or will cause to be furnished, furnish to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when as soon as available and in any event on or prior to September 29, 2017, a copy of the consolidated and consolidating audited financial statements, including balance sheet, related statements of operations, and statements of cash flows, of the Acquired Company for the fiscal year ended December 31, 2016, prepared in accordance with GAAP, certified without qualification or exception by a nationally recognized auditor that is not subject to qualification as to “going concern” or the scope of such audit, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of the Acquired Company in accordance with GAAP for such period;
(b) as soon as available and in any event within 90 one hundred twenty (120) days (which period may, in the case of the fiscal year ending December 31, 2017, be extended by up to thirty (30) days in the reasonable discretion of the Administrative Agent) after the end of each fiscal year of the Borrowers (commencing with the fiscal year ending December 31, 2017), a copy of the consolidated and consolidating audited financial statements, including balance sheet, related statements of operations, and statements of cash flows, of Holdings, the Borrowers and their Subsidiaries for such fiscal year, with comparative figures for the preceding fiscal year, prepared in accordance with GAAP, certified without qualification or exception by a nationally recognized auditor that is not subject to qualification as to “going concern” or the scope of such audit other than solely with respect to, or resulting solely from, an upcoming Maturity Date under the Term Loans, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of Holdings, the Borrowers and their Subsidiaries in accordance with GAAP for such period;
(c) as soon as available and in any event within thirty (30) days after the end of each fiscal quarterly period of each fiscal year of the Borrowers (or, for with respect to the last such quarterly period ending in any fiscal year, forty five (45) days after the end of such quarterly period), commencing with the fiscal quarter ended March 31, 2017, consolidated and consolidating statements of operations and cash flows of Holdings, the Borrowers and their Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of Holdings, the Borrowers and their Subsidiaries in accordance with GAAP for such period, (subject to year-end adjustments and the lack of GAAP footnotes);
(d) as soon as available and in any event within thirty (30) days after the end of each of the first two fiscal months of each fiscal quarter of the Borrowers, consolidated and consolidating statements of operations and cash flows of Holdings, the Borrowers and their Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year;
(e) with each financial statement required by Section 5.1(b) and Section 5.1(c) (other than the last fiscal quarter of such year) to be delivered to the Administrative Agent, a Compliance Certificate signed by a Responsible Officer of the Borrower Agent;
(f) concurrently with delivery of financial statements under clauses (a), (b) and (c) above, a management report, in reasonable detail, signed by the chief financial officer of the Borrower Agent, describing the operations and financial condition of the Loan Parties and their Subsidiaries for the fiscal quarter and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), together with a discussion comparing such results as compared to the applicable figures for such period set forth in the projections most recently delivered pursuant to clause (k) below;
(g) promptly after any Borrower knows or has reason to know that any Default or Event of Default has occurred and is continuing, any “Default” or “Event of Default” under and as defined in any Revolving Loan Documents has occurred and is continuing or any Material Adverse Effect has occurred, but in any event not later than fivethree (53) Business Days after any Responsible Officer of any Borrower becomes aware thereof, a notice from the Borrower Agent of such Default, Event of Default, “Default”, “Event of Default” or Material Adverse Effect describing the same in reasonable detail and a description of the action that the Borrowers have taken and propose to take with respect thereto;
(h) promptly after a Loan Party’s obtaining knowledge thereof, notice to the Administrative Agent of any of the following that affects a Loan Party: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect, (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, (c) any default under or termination of a Material Contract, (d) any judgment in an amount exceeding $500,000, (e) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect, (f) any violation or asserted violation of any applicable Law (including ERISA, PBA, the Fair Labor Standards Act of 1938, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect, (g) any Environmental Release by a Loan Party or on any Real Property owned, leased or occupied by a Loan Party, or receipt of any Environmental Notice, (h) the occurrence of any ERISA Event or Termination Event, (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants, (j) any opening of a new office or place of business, at least thirty (30) days prior to such opening, or (k) any Loan Party or Subsidiary becomes party to, liable under or otherwise bound by any collective bargaining agreement, any Canadian Defined Benefit Pension Plan, Canadian Pension Plan, Pension Plan, Multiemployer Plan, Canadian Multi-Employer Plan or similar agreement;
(i) promptly after receipt thereof, but in any event not later than five (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, all final letters and reports to management of a Borrower prepared by its independent certified public accountants and the responses of the management of such Borrower thereto;
(j) promptly following the commencement of any litigation, suit, administrative proceeding or arbitration relating to any Borrower or any of its Properties which if adversely determined could reasonably be expected to result in a Material Adverse Effect or otherwise relating in any way to the transactions contemplated by this Agreement, but in any event not later than three (53) Business Days after any Responsible Officer of a Borrower becomes aware thereof, a notice thereof from the Borrower Agent describing the allegations of such litigation, suit, administrative proceeding or arbitration and the Borrowers’ response thereto;
(k) not later than thirty (30) days after the start of each fiscal year of the Borrowers, projections of Holdings’, the Borrowers’ and their Subsidiaries’ consolidated balance sheets, results of operations, cash flow and “Excess Availability” (as defined in the Revolving Loan Documents) for the next fiscal year, fiscal month by fiscal month, together with a statement of all underlying assumptions, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of any Loan Party;
(l) promptly after receipt thereof, but in any event not later than fivethree (53) Business Days after any Responsible Officer of a Borrower becomes aware thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement (including, without limitation, the Revolving Loan Documents) and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;
(m) promptly after the sending or filing thereof, any certifications or other documents (including any exhibits or other backup thereto) regarding the post-closing settlement or other “true-up” of consideration paid under the Acquisition Documents or the Canadian Purchase Agreement;
(n) at the Administrative Agent’s request, a listing of each Loan Party’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to the Administrative Agent;
(o) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Loan Party has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Loan Party files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Loan Party to the public concerning material changes to or developments in the business of such Loan Party;
(p) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan;
(q) promptly upon any officer of any Loan Party obtaining knowledge that any Loan Party has either (i) registered or applied to register any Intellectual Property with any Governmental Authority or (ii) acquired any interest in Real Property (including leasehold interests in Real Property), a certificate of a Responsible Officer describing such Intellectual Property and/or such Real Property in such detail as the Administrative Agent shall reasonably require;
(r) promptly upon the completion thereof, any third-party audit or other review of the Closing Date balance sheet of the Loan Parties;
(s) as soon as available, and in any event within 120 days after the close of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, fiscal year of the Borrower Borrowers, financial statements for each Guarantor, in form and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable substance satisfactory to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearAdministrative Agent;
(bt) upon request, provide the Administrative Agent with copies of all existing agreements, and promptly when available after execution thereof provide the Administrative Agent with copies of all future agreements, between a Loan Party and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting which any Collateral may be kept or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterthat otherwise may possess or handle any Collateral;
(cu) promptly from time to time (but no more frequently than one time per fiscal quarter) upon receipt thereof and upon the reasonable request of Administrative Agent, the Borrowers shall make appropriate members of management available at reasonable times during normal business hours for a telephone conference to discuss with Administrative Agent or any Lender, copies of all management letters submitted to and the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants Lenders the financial condition and operations of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available Borrowers and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificatetheir Subsidiaries; and
(gv) such other information with respect to the financial condition, business, property, assets, revenues condition and operations of the Borrower Borrowers and their Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request;
(w) simultaneously with the delivery thereof to any Revolving Loan Lender or the Revolving Loan Agent, any United States or Canadian borrowing base certificate and related materials delivered to any Revolving Loan Lender or the Revolving Loan Agent; and
(x) as soon as available, but in any event no later than the Wednesday following the end of each week, a thirteen (13)- week cash forecast prepared by the Financial Advisor (which at a minimum will include (i) weekly variance reporting, comparing actual amounts to forecasted amounts; (ii) weekly cash receipts; (iii) expenditures detailed category; and (iv) ending Book Cash), sales invoice reports, accounts receivables and accounts payable aging reports by top ten customers and suppliers and months in inventory reports of inventory by location and staleness, in each case, in the same form as shall have previously been delivered to the Administrative Agent and, in each case, in form and substance acceptable to the Administrative Agent in its sole discretion;
(y) promptly upon any delivery to Loan Party or any of their Subsidiaries of any material notices under any Material Contract, a written statement describing such event, with copies of such amendments, notices or new contracts, delivered to the Administrative Agent, and a description of any actions being taken pursuant thereto; and
(z) promptly, but in any event not later than three (3) Business Days after any Responsible Officer of a Borrower becomes aware thereof, notice of (A) any change in any Loan Party's officers or directors, (B) any material loss or damage to the Collateral, (C) any event or the existence of any circumstance which would make any representation or warranty previously made by any Loan Party to the Administrative Agent untrue in any material respect or constitute a material breach if such representation or warranty was then being made, (D) any actual or alleged breaches of any Material Contract or termination or threat to terminate any Material Contract or any material amendment to or modification of a Material Contract, or the execution of any new Material Contract by any Loan Party and (E) any change in any Loan Party’s certified independent accountant.
Appears in 1 contract
Financial Information, etc. The Borrower RRL will furnish, or will cause to be furnished, to the Administrative Agent and copies (with sufficient copies for each Lender copies other Finance Party) of the following financial statements, reports and information:
(a) promptly when available available, and in any event within 90 one hundred and eighty (180) days after the close of each Fiscal Year
(i) a , the consolidated balance sheet of RRL and its subsidiaries at the close of such Fiscal Year, Year and the related consolidated statements of operations, of shareholders' equity and cash flow of cash flows RRL and its subsidiaries, in each case with comparable information at the close of and for such the prior Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified reported on without Impermissible Qualification by independent public accountants PricewaterhouseCoopers or other auditors of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearsimilar standing;
(b) promptly when available available, and in any event within 45 forty five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a , the consolidated balance sheet of RRL and its subsidiaries at the close of such Fiscal Quarter Quarter, and the related consolidated statements of operations, shareholders' equity and cash flow, in each such case in respect of income such related statements, for such Fiscal Quarter and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal QuarterQuarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding period during such prior Fiscal Year) and certified by an accounting or financial Authorised Representative of RRL;
(c) promptly when available, and in any event within one hundred and eighty (180) days after the close of each Fiscal Year, the balance sheet of the Borrower at the close of such Fiscal Year and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer related statements of operations, shareholders' equity and cash flow of the Borrower,, in each case with comparable information at the close of and for the prior Fiscal Year, and reported on without Impermissible Qualification by PricewaterhouseCoopers or other auditors of similar standing;
(iid) a Compliance Certificate calculated as promptly when available, and in any event within forty five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year, the balance sheet of the Borrower at the close of such Fiscal Quarter, and
(iii) and the report filed by related statements of operations, shareholders' equity and cash flow, in each such case in respect of such related statements, for such Fiscal Quarter and for the Borrower period commencing at the close of the previous Fiscal Year and ending with the SEC on Form 10-Q for each close of such Fiscal Quarter;
Quarter (c) promptly upon receipt thereof with comparable information at the close of and upon request for the corresponding Fiscal Quarter of the Administrative Agent prior Fiscal Year and for the corresponding period during such prior Fiscal Year) and certified by an accounting or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants financial Authorised Representative of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;Borrower.
(e) promptly when available within forty five (45) days after each Quarterly Calculation Date, a Compliance Certificate calculated as of such Quarterly Calculation Date;
(f) as soon as possible and in any event within ten days three (3) Business Days after the occurrence of publicationany Default, all material filings a statement of the chief financial Authorised Representative of the Borrower setting forth details of such Default and the action which has been taken, and which it is proposed be taken, with the SECrespect thereto;
(fg) as soon as possible (and in any event within 45 days three (3) Business Days) after either Borrower knows or has reason to know of any event or circumstance which has a reasonable likelihood of having a Materially Adverse Effect, notice of such event or circumstance describing the same in reasonable detail;
(h) promptly upon the making, filing or receipt thereof, copies of each filing and report or document made to or filed with, or received from, any Governmental Agency, and of each communication from RRL to its shareholders or creditors generally, which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of any RRL Group Company;
(i) not more than twenty (20) Business Days after the close of each calendar month, a Monthly Mine Report as at the close of such calendar month;
(j) not more than seventy (70) Business Days after the close of each Fiscal QuarterYear, an Applicable Margin Determination Ratio Certificatea business plan containing details of the projected business and financial performance of the RRL Group Companies for the immediately succeeding Fiscal Year; and
(gk) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries any RRL Group Company as the Administrative Agent or any Lender (acting through the Agent) may from time to time reasonably request.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Randgold Resources LTD)
Financial Information, etc. The Borrower will furnish, or -------------------------- will cause to be furnished, to the Administrative Agent and each Lender Bank copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 days after the close of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholdersTotal Owners' equity Equity and of cash flows for such Fiscal Year, of CEI and the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower or CEI and reasonably acceptable to the Required LendersBank,
(ii) a Compliance Certificate calculated as letter report of such accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and are not aware of any Default hereunder (insofar as any Default may relate to accounting matters) continuing at the end of such Fiscal Year,, except such Default, if any, as may be disclosed in such statement, and
(iii) a projected financial statement certificate of an Authorized Officer of the Borrower that no Default has occurred and its Consolidated Subsidiaries for is continuing, or specifying any such Default and the following Fiscal Yearactions, and
(iv) the report filed if any, being taken by the Borrower with the SEC on Form 10-K for such Fiscal Year;respect thereto,
(b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income total owners' equity and of changes in cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of CEI and the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal QuarterSubsidiaries;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Significant Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(gd) such other information with respect to the financial condition, business, property, assets, revenues revenues, and operations of the Borrower Borrower, either Guarantor and the Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Samples: Senior Revolving Loan Agreement (Consol Energy Inc)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following its financial statements, reports and information:
(ai) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated and consolidating balance sheet at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the prior Fiscal Year), certified (in the case of consolidated statements) without Impermissible Qualification qualification by Price Waterhouse LLP or other independent public accountants reasonably satisfactory to the Agent, together with a report containing a description of recognized standing selected by the projected business prospects (including capital expenditures) and management's discussion and analysis of financial condition and results of operation of Borrower and reasonably acceptable to the Required Lenders,its Subsidiaries;
(ii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a letter report of such independent public accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and the most recent Compliance Certificate being furnished pursuant to clause (a)(iii) and are not aware of any miscalculation in such Compliance Certificate relating to the financial tests set forth in Section 6.2.4 or of any default in the performance by the Borrower or any of its Subsidiaries to be performed by such Loan Parties hereunder or under any other Loan Document, except such miscalculation or default, if any, as may be disclosed in such statement; and
(iii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, ; and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 (x) forty-five (45) days after the close of each calendar month of the first three 1996 Fiscal Quarters Year, or (y) thirty (30) days after the close of each calendar month of each Fiscal Year other than the 1996 Fiscal Year:
(i) a consolidated and consolidating balance sheet sheets at the close of such Fiscal Quarter month, and consolidated and consolidating statements of operations, of income retained earnings, and of cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quartermonth, of Borrower and Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and with comparable information set forth in the Projections for the relevant period, provided, however, that the Borrower and its Consolidated Subsidiaries shall not be required to deliver comparisons to the prior Fiscal Year for all financial statements relating to a calendar month ending on or prior to December 31, 1996), certified by the chief principal accounting or chief financial Authorized Officer of the Borrower,, together with a description of projected business prospects (including Consolidated Capital Expenditures) and a brief report containing management's discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries (including a discussion and analysis of any changes compared to prior results and the Projections);
(ii) updates to the business plan described in clause (e) hereof for the remaining term of Borrower's then current Fiscal Year; and
(c) within thirty (30) days after the close of each Fiscal Quarter, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quartermonth;
(cd) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten (10) days prior to the end of publicationeach Fiscal Year of the Borrower, all material filings a business plan of the Borrower and its Subsidiaries, in form, scope and detail reasonably satisfactory to the Required Lenders, for the twelve (12) months following the end of such Fiscal Year, including consolidated and consolidating operating budgets prepared on a monthly basis for such Fiscal Year, which budgets shall include estimated Consolidated Capital Expenditures and other costs to be incurred by the Borrower and its Subsidiaries, on a consolidated and consolidating basis, during the applicable Fiscal Year, in each case, with accompanying detail, together with a report containing management's discussion and analysis of the SECprojected financial condition and results of operations of the Borrower and its Subsidiaries;
(f) promptly after approved by the Borrower's Board of Directors, any updates or revisions to any business plan described in the preceding clause (e), in addition to those described in clause (b)(ii) above;
(i) not later than Friday of each calendar week, a Borrowing Base Certificate as of the last day of the preceding calendar week and (ii) following a request by the Agent, within 45 one (1) Business Day, a Borrowing Base Certificate as of the day of such request;
(h) promptly upon the sending or filing thereof, copies of all reports that the Borrower or any of its Subsidiaries sends to its security holders generally, and copies of all reports and registration statements that the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;
(i) within sixty (60) days after the close Closing Date, the audited balance sheets of IPP-South Carolina, IPP-Tennessee and PSC as at the Closing Date, certified without qualification by independent public accountants acceptable to the Required Lenders, and in form and scope reasonably satisfactory to the Required Lenders;
(j) no later than Thursday of each Fiscal Quartercalendar week, an Applicable Margin Determination Ratio Certificatea detailed aged schedule, in a form satisfactory to the Required Lenders, of all accounts payable of the Borrower and its Subsidiaries as of the last Business Day of the prior week; and
(gk) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries any Subsidiary as the Administrative Agent or any Lender may (through the Agent) from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
Financial Information, etc. The Borrower will furnish, or will cause Furnish to be furnished, to the Administrative each Agent and to each Lender copies of the following financial statements, reports and information:
: (a) promptly when available and in any event within 90 120 days after the close of each Fiscal Year
(ifiscal year of the Borrower,(I) a consolidated balance sheet as at the close of such Fiscal Yearfiscal year, and related consolidated statements of operationsincome, of shareholders' equity and of cash flows for such Fiscal Yearfiscal year, of the Borrower and its Consolidated Subsidiaries certified (with comparable information as at the close of and for the prior fiscal year), such statements for such fiscal year to be audited and accompanied by an audit report issued without Impermissible Qualification by independent public accountants the Independent Public Accountant, (ii) an unaudited consolidated balance sheet as at the close of recognized standing selected such fiscal year, and related unaudited consolidated statements of income for such fiscal year, of each of (A) CBI and its Subsidiaries, and (b) GWF and its Subsidiaries (with comparable information, in each case, as at the close of and for the prior fiscal year), certified as to fairness of presentation by the Borrower and reasonably acceptable principal accounting or financial officer of CBI with respect to the Required Lenders,
CBI financial statements and of GWF with respect to the GWF financial statements, (iiiii) a Compliance Certificate calculated as at the close of such fiscal year and setting forth or (as the case may be) identifying (A) in reasonable detail the calculations made to determine compliance with Section 9.2.3, and the information necessary for the Administrative Agent to determine compliance with Sections 9.2.1, 9.2.2 and 9.2.4 through 9.2.8, (B) the Indebtedness for Borrowed Money of the Borrower as of the close of such Fiscal Year,
fiscal year, (iiic) the Indebtedness for Borrowed Money of each Material Subsidiary in an aggregate principal amount that exceeds $1,000,000 as of the close of such fiscal year, (D) each Material Subsidiary of the Borrower as of the close of such fiscal year, (E) the statement that, as of the close of such fiscal year, each of the Minimum Business Conditions has been satisfied with respect to the Borrower and the Material Subsidiaries, and (F) the statement that there are, except as disclosed in such Compliance Certificate, no other Material Subsidiaries as of the close of such fiscal year; and (iv) a projected financial written statement of the Borrower and Independent Public Accountant stating that in making the examination necessary to issue its Consolidated Subsidiaries for opinion on the following Fiscal Yearfinancial statements delivered pursuant to clause (I), and
(iv) the report filed they obtained no knowledge of any default by the Borrower with or any of its Material Subsidiaries in the SEC on Form 10-K for performance or observance of any of the covenants contained in Article IX, or, if the Independent Public Accountant shall have obtained knowledge of any such Fiscal Year;
default, specifying all such defaults and the nature and status thereof; (b) promptly b)promptly when available and in any event within 45 ninety (90) days after the close of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Year
fiscal year of the Borrower, (i) a consolidated balance sheet as at the close of each such Fiscal Quarter and statements of operationsfiscal quarter, a related consolidated statement of income for such fiscal quarter and for the portion of the fiscal year then ended, and a related consolidated statement of cash flows for the period commencing at the close portion of the previous Fiscal Year and ending with the close of such Fiscal Quarterfiscal year then ended, of the Borrower and its Consolidated Subsidiaries (with comparable information as at the close of and for the corresponding fiscal quarter of the prior fiscal year and for the corresponding portion of such prior fiscal year), certified as to fairness of presentation by the chief principal accounting or financial Authorized Officer of the Borrower,
, (ii) an unaudited consolidated balance sheet as at the close of each such fiscal quarter, and related unaudited consolidated statements of income for the portion of the fiscal year then ended, of each of (A) CBI and its Subsidiaries, and (B) GWF and its Subsidiaries (with comparable information, in each case, as at the close of and for the corresponding portion of such prior fiscal year), certified as to fairness of presentation by the principal accounting or financial officer of CBI with respect to the CBI financial statements and of GWF with respect to the GWF financial statements, and (iii) a Compliance Certificate calculated as of at the close of such Fiscal Quarterfiscal quarter and setting forth in reasonable detail the calculations made to determine compliance with Section 9.2.3 and setting forth the information necessary for the Administrative Agent to determine compliance with Sections 9.2.1, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
9.2.2 and 9.2.4 through 9.2.8; (c) promptly upon receipt any filing thereof and upon request of by the Administrative Agent Borrower or any Lenderof its Material Subsidiaries with the SEC, copies of all management letters submitted any annual or quarterly reports or registration statements relating to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants offering of the books Securities of the Borrower or of any Subsidiary;
of its Material Subsidiaries which the Borrower or any of its Material Subsidiaries may file with the SEC; and (d) promptly upon the incorporation or acquisition thereofpromptly, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available such additional financial and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations Borrower or any of the Borrower and its Material Subsidiaries as any Lender (through the Administrative Agent or any Lender Agent) may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Chiquita Brands International Inc)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, Deliver to the Administrative Agent Agent, in form and detail reasonably satisfactory to the Administrative Agent, with sufficient copies for each Lender copies of the following financial statements, reports and informationLender:
(a) promptly when available and in any event within as soon as available, but not later than 90 days after the close end of each Fiscal Year
: (i) a copy of the audited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at the close end of such Fiscal Year, year and the related consolidated statements of operations, of shareholdersstockholders' equity and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the opinion of the Borrower Independent Public Accountant, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position and its Consolidated Subsidiaries certified the results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by the Parent Company and such auditors which are disclosed and described in such statements). Such opinion shall be issued by the Independent Public Accountant without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower Qualification; and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated copies of consolidating balance sheets as of at the close end of such Fiscal Year,
(iii) a projected financial statement , and related consolidating statements of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K operations for such Fiscal Year of the Parent Company and its Subsidiaries (with comparable information as at the end of and for the previous Fiscal Year) certified as to fairness of presentation by the chief financial officer of the Parent Company;
(b) promptly when available and in any event within as soon as available, but not later than 45 days after the close end of each of the first three Fiscal Quarters of each Fiscal Year
: (i) a copy of the unaudited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at the close end of such Fiscal Quarter quarter and the related consolidated statements of operations, of income stockholders' equity and of cash flows for such quarter and for the period commencing portion of the Fiscal Year then ended, and certified by the chief financial officer of the Parent Company as being complete and correct in all material respects and fairly presenting in all material respects, in accordance with GAAP (except for the absence of footnotes and subject to normal year-end adjustments), the financial position and the results of operations of the Parent Company and its consolidated Subsidiaries; and (ii) copies of consolidating balance sheets as at the close of the previous Fiscal Year and ending with the close end of such Fiscal Quarter, and related consolidating statements of operations for such Fiscal Quarter and for the portion of the Borrower Fiscal Year then ended of the Parent Company and its Consolidated Subsidiaries (with comparable information as at the end of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year) certified as to fairness of presentation by the chief accounting or financial Authorized Officer officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, Parent Company; and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close not later than January 31 of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations Year of the Borrower Parent Company, a copy of the annual business plan and budget for such Fiscal Year for the Parent Company and its Subsidiaries on a market-by-market basis, including, in each case, budgeted results for each Fiscal Quarter and for the Fiscal Year as a whole, in each case, on a market-by-market basis, together with an explanation of any differences between the Administrative Agent or sum of the individual budgets and the consolidated totals, and upon the delivery of any Lender may from time financial statements relating to time reasonably requestany period included in such budget, a summary comparing the actual financial performance of the Parent Company and its Subsidiaries during such period to that provided for in such budget.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following financial statements, reports and information:
(ai) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated balance sheet for the Borrower and its Subsidiaries at the close of such Fiscal Year, and related consolidated statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the prior Fiscal Year), certified without Impermissible Qualification qualification by Price Waterhouse LLP or other independent public accountants reasonably satisfactory to the Agent, together with a report containing a description of recognized standing selected by projected business prospects (including capital expenditures) and management's discussion and analysis of financial condition and results of operation of the Borrower and reasonably acceptable to the Required Lenders,its Subsidiaries;
(ii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a letter report of such independent public accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and the most recent Compliance Certificate being furnished pursuant to clause (a)(iii) and are not aware of any miscalculation in such Compliance Certificate relating to the financial tests set forth in SECTION 6.2.4 or of any default in the performance by the Borrower or any of its Subsidiaries of any obligation to be performed by such Loan Parties hereunder or under any other Loan Document, except such miscalculation or default, if any, as may be disclosed in such statement; and
(iii) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, ; and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 thirty (30) days after the close of each of the first three Fiscal Quarters calendar month of each Fiscal Year:
(i) a consolidated balance sheet for the Borrower and its Subsidiaries at the close of such Fiscal Quarter month, and consolidated statements of operations, of income retained earnings, and of cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quartermonth, of the Borrower and its Consolidated Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and with comparable information set forth in the Projections for the relevant period, PROVIDED, HOWEVER, that the Borrower shall not be required to deliver comparisons to the prior Fiscal Year for all financial statements relating to a calendar month ending on or prior to December 31, 1996), certified by the chief principal accounting or chief financial Authorized Officer of the Borrower,, together with a description of projected business prospects (including Consolidated Capital Expenditures) and a brief report containing management's discussion and analysis of the financial condition and results of operations of the Borrower and its Subsidiaries (including a discussion and analysis of any changes compared to prior results and the Projections);
(ii) updates to the business plan described in clause (e) hereof for the remaining term of the Borrower's then current Fiscal Year; and
(c) within thirty (30) days after the close of each Fiscal Quarter, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quartermonth;
(cd) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten (10) days prior to the end of publicationeach Fiscal Year of the Borrower, all material filings a business plan of the Borrower and its Subsidiaries, in form, scope and detail reasonably satisfactory to the Required Lenders, for the twelve (12) months following the end of such Fiscal Year, including consolidated operating budgets prepared on a monthly basis for such Fiscal Year, which budgets shall include estimated Consolidated Capital Expenditures and other costs to be incurred by the Borrower and its Subsidiaries, on a consolidated basis, during such Fiscal Year, in each case, with accompanying detail, together with a report containing management's discussion and analysis of the SECprojected financial condition and results of operations of the Borrower and its Subsidiaries;
(f) within 45 ten (10) days after prior to the close end of each Fiscal QuarterYear of the Borrower, projected statements of operations of the Borrower and its Subsidiaries for such Fiscal Year and each of the three Fiscal Years thereafter, prepared on a monthly basis for the upcoming Fiscal Year and on a quarterly basis for all Fiscal Years thereafter, together with supporting details and a statement of underlying assumptions, and together with the projected balance sheets, statements of operations and changes in cash flows of the Borrower and its Subsidiaries for such Fiscal Years, prepared on an Applicable Margin Determination Ratio Certificateannual basis, together with supporting details and a statement of underlying assumptions;
(g) promptly after approval by the Borrower's Board of Directors, any updates or revisions to any business plan described in the preceding clause (e), in addition to those described in clause (b)(ii) above;
(i) not later than Friday of each calendar week, a Borrowing Base Certificate as of the last day of the preceding calendar week and (ii) following a request by the Agent, within one (1) Business Day, a Borrowing Base Certificate as of the day of such request;
(i) no later than Friday of each calendar week, a detailed aged schedule, in a form satisfactory to the Required Lenders, of all commissions payable by the Borrower and its Subsidiaries under Telephone Placement Agreements or otherwise, as of the last Business Day of the prior week;
(j) no later than Friday of each calendar week, a detailed aged schedule, in a form satisfactory to the Required Lenders, of all telephone charges and other amounts owing to local exchange carriers, as of the last Business Day of the prior week;
(k) no later than Friday of each calendar week, a detailed aged schedule, in a form satisfactory to the Required Lenders, of all accounts payable of the Borrower and its Subsidiaries as of the last Business Day of the prior week;
(l) promptly upon the sending or filing thereof, copies of all reports that the Borrower or any of its Subsidiaries sends to its security holders generally, and copies of all reports and registration statements that the Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange; and
(gm) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries any Subsidiary as the Administrative Agent or any Lender may (through the Agent) from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower will furnishDeliver to the Administrative Agent, or will cause to be furnished, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders, with sufficient copies for each Lender copies of the following financial statements, reports and informationLender:
(a) promptly when available and in any event within as soon as available, but not later than 90 days after the close end of each Fiscal Year
: (i) a copy of the audited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at the close end of such Fiscal Year, year and the related consolidated statements of operations, of shareholdersstockholders' equity and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the opinion of the Borrower Independent Public Accountant, which opinion shall state that such consolidated financial statements present fairly, in all material respects, the financial position and its Consolidated Subsidiaries certified the results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by the Parent Company and such auditors which are disclosed and described in such statements). Such opinion shall be issued by the Independent Public Accountant without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower Qualification; and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated copies of consolidating balance sheets as of at the close end of such Fiscal Year,
(iii) a projected financial statement , and related consolidating statements of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K operations for such Fiscal Year of the Parent Company and its Subsidiaries (with comparable information as at the end of and for the previous Fiscal Year) certified as to fairness of presentation by the chief financial officer of the Parent Company;
(b) promptly when available and in any event within as soon as available, but not later than 45 days after the close end of each of the first three Fiscal Quarters of each Fiscal Year
: (i) a copy of the unaudited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at the close end of such Fiscal Quarter quarter and the related consolidated statements of operations, of income stockholders' equity and of cash flows for such quarter and for the period commencing portion of the Fiscal Year then ended, and certified by the chief financial officer of the Parent Company as being complete and correct in all material respects and fairly presenting in all material respects, in accordance with GAAP (except for the absence of footnotes and subject to normal year-end adjustments), the financial position and the results of operations of the Parent Company and its consolidated Subsidiaries; and (ii) copies of consolidating balance sheets as at the close of the previous Fiscal Year and ending with the close end of such Fiscal Quarter, and related consolidating statements of operations for such Fiscal Quarter and for the portion of the Borrower Fiscal Year then ended of the Parent Company and its Consolidated Subsidiaries (with comparable information as at the end of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year) certified as to fairness of presentation by the chief accounting or financial Authorized Officer officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal QuarterParent Company;
(c) promptly upon receipt thereof and upon request as soon as available, but not later than 30 days after the end of each calendar month, such financial information regarding the results of the operations of the Radio Stations in each Market, as the Administrative Agent or any Lender, copies of all management letters submitted shall from time to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;time request; and
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close not later than January 31 of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations Year of the Borrower Parent Company, a copy of the annual business plan and budget for such Fiscal Year for the Parent Company and its Subsidiaries, including, in each case, budgeted results for each Fiscal Quarter and for the Fiscal Year as a whole, together with an explanation of any differences between the sum of the individual budgets and the consolidated totals, and upon the delivery of any financial statements relating to any period included in such budget, a summary comparing the actual financial performance of the Parent Company and its Subsidiaries as the Administrative Agent or any Lender may from time during such period to time reasonably requestthat provided for in such budget.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, Furnish to the Administrative Agent and each Lender Bank copies of the following financial statements, reports and other information:
(a) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Yearfiscal year of the Borrower after the date hereof,
(i) a consolidated balance sheet as at the close of such Fiscal Yearfiscal year, and related consolidated statements of operationsincome, of shareholders' equity retained earnings and of cash flows for such Fiscal Yearfiscal year, of the Borrower and its Consolidated Subsidiaries certified (with comparable information as at the close of and for the prior fiscal year), such statements for such fiscal year to be audited and accompanied by an audit report issued without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required LendersIndependent Public Accountant,
(ii) consolidating balance sheets as at the close of such fiscal year, and related consolidating statements of income for such fiscal year, of the Borrower and its Subsidiaries (with comparable information as at the close of and for the prior fiscal year), certified as to fairness of presentation by the principal accounting or financial Authorized Officer of the Parent Company,
(iii) a Compliance Certificate calculated as of at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Yearfiscal year, and
(iv) commencing with the fiscal year of the Borrower ending May 31, 1999, a written statement of the Independent Public Accountant stating that in making the examination necessary to make the audit report filed on the financial statements delivered pursuant to clause (i), they obtained no knowledge of any default by the Borrower with or any of its Subsidiaries in the SEC on Form 10-K for performance or observance of any of the covenants contained in Article IX, or, if the Independent Public Accountant shall have obtained knowledge of any such Fiscal Yeardefault, specifying all such defaults and the nature and status thereof;
(b) promptly when available and in any event within 45 forty-five (45) days after the close of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Borrower,
(i) a consolidated balance sheet as at the close of each such Fiscal Quarter fiscal quarter, and related consolidated statements of operations, of income and of cash flows for such fiscal quarter and for the period commencing at the close portion of the previous Fiscal Year and ending with the close of such Fiscal Quarterfiscal year then ended, of the Borrower and its Consolidated Subsidiaries (with comparable information as at the close of and for the corresponding fiscal quarter of the prior fiscal year and for the corresponding portion of such prior fiscal year), certified as to fairness of presentation by the chief principal accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated consolidating balance sheets as of at the close of such Fiscal Quarterfiscal quarter, and related consolidating statements of income and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, of the Borrower and its Subsidiaries (with comparable information as at the close of and for the corresponding fiscal quarter of the prior fiscal year and for the corresponding portion of such prior fiscal year), certified as to fairness of presentation by the principal accounting or financial Authorized Officer of the Borrower, and
(iii) a Compliance Certificate calculated as at the report filed by the Borrower with the SEC on Form 10-Q for each close of such Fiscal Quarterfiscal quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten thirty (30) days (or, with respect to subclauses (iv) and (v) below, twenty (20) days) after the close of publicationeach fiscal month of the Borrower,
(i) a consolidated balance sheet as at the close of each such fiscal month, and related consolidated statements of income and cash flows for such fiscal month, of the Borrower and its Subsidiaries,
(ii) a statement as at the close of each such fiscal month showing aging and reconciliation of the Accounts Receivable (excluding Maintenance Receivables) and the accounts payable of the Borrower and its Subsidiaries and all material filings collections thereon;
(iii) a statement as at the close of each such fiscal month showing aging and reconciliation of Maintenance Receivables of the Borrower and its Subsidiaries and all collections thereon;
(iv) an statement as at the end of such fiscal month showing (A) the number of maintenance service agreements eligible for renewal during such month and (B) the number of maintenance service agreements renewed during such month; and
(v) a Borrowing Base Report setting forth the amount of (A) Eligible Accounts Receivable and (B) Qualified Maintenance Receivables of the Credit Parties, attached to which shall be all reports and supporting information required by the Agent to confirm the Borrowing Base calculations as of the last day of such month.
(d) promptly upon receipt thereof, copies of all detailed financial and management reports, if any, submitted to the Borrower or any of its Subsidiaries by any independent public accountant in connection with any annual or interim audit made by any such independent public accountant of the SECbooks of the Borrower or of any of its Subsidiaries;
(e) promptly upon completion thereof, and in any event not later than the first day of December of each fiscal year of the Borrower, a copy of the annual business plan and budget for the following fiscal year for the Borrower and its Subsidiaries, including, in each case, budgeted results for each fiscal quarter and for the fiscal year as a whole, together with an explanation of any differences between the sum of the individual budgets and the consolidated totals, and upon the delivery of any financial statements relating to any period included in such budget, a summary comparing the actual financial performance of the Borrower and its Subsidiaries during such period to that provided for in such budget;
(f) within 45 days after promptly upon any filing thereof by the close Borrower or any of each Fiscal Quarterits Subsidiaries with the SEC, an Applicable Margin Determination Ratio Certificateany annual, periodic or special reports or registration statements which the Borrower or any of its Subsidiaries may file with the SEC or with any other securities exchange and copies of any financial statements which the Borrower or any of its Subsidiaries may file with any Governmental Authority; and
(g) promptly, such additional financial and other information with respect to the financial condition, business, property, assets, revenues and operations Borrower or any of the Borrower and its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Softech Inc)
Financial Information, etc. The Borrower (a) MMS will furnish, or will cause to be furnished, deliver to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(ai) promptly when available available, and in any event within 90 days after the close of each of its Fiscal Year
(i) a Years, its consolidated balance sheet at the close of such Fiscal YearYear and related consolidated statements of operations and cashflows, loss and deficit, and statements changes in financial position, as may be relevant (with comparable information at the close of operations, of shareholders' equity and of cash flows for such the prior Fiscal Year, of the Borrower ) and its Consolidated Subsidiaries certified reported on without Impermissible Qualification by an independent certified public accountants or chartered accountant of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,international standing; and
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available available, and in any event within 45 days after the close of each of the first three Fiscal Quarters of each of its Fiscal Year
(i) a Years, its consolidated balance sheet at the close of such Fiscal Quarter and related consolidated statements of operationsoperations and cashflows, of income loss and of cash flows deficit, and changes in financial position, as may be relevant, for such Fiscal Quarter and for the period commencing in such Fiscal Year ending on the last day of such Fiscal Quarter (with comparable information at the close of and for the previous corresponding Fiscal Quarter of the prior Fiscal Year and ending for the corresponding portion of such prior Fiscal Year) and certified by its accounting or financial Authorized Representative.
(b) The Borrower will deliver to the Administrative Agent copies of the following reports and information:
(i) promptly when available, and in any event within 90 days after the close of each of its Fiscal Years, its consolidated balance sheet at the close of such Fiscal Year and related consolidated statements of operations and cashflows, loss and deficit, and changes in financial position, as may be relevant (with comparable information at the close of and for the prior Fiscal Year) and reported on without Impermissible Qualification by an independent certified public or chartered accountant of recognized international standing;
(ii) promptly when available, and in any event within 45 days after the close of the first three Fiscal Quarters of each of its Fiscal Years, its consolidated balance sheet at the close of such Fiscal Quarter, and related consolidated statements of operations and cashflows, loss and deficit, and changes in financial position, as may be relevant, for such Fiscal Quarter and for the period in such Fiscal Year ending on the last day of such Fiscal Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the Borrower prior Fiscal Year and its Consolidated Subsidiaries for the corresponding portion of such prior Fiscal Year) and certified by the chief its accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, andRepresentative;
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available as soon as practicable and in any event within ten 30 days of publicationfollowing each March 31, all material filings with June 30, September 30 or December 31, a report (as to counterparties, trading dates, amounts hedged, etc) in form and substance satisfactory to the SEC;
(f) within 45 days after Administrative Agent concerning the close of each Fiscal Quarter, an Applicable Margin Determination Ratio CertificateMetal Trading Agreements then in effect; and
(giv) such other information no later than 45 days following each June 30 and 60 days following each December 31 of each calendar year, a Compliance Certificate demonstrating compliance (or lack of compliance as the case may be) with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably requestratios set forth in SECTION 8.1.5.
Appears in 1 contract
Financial Information, etc. The Borrower Company will furnish, or will cause to be furnished, to the Administrative Agent Purchaser and each Lender other Noteholder copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 120 days after the close of each Fiscal Year
, (i) a consolidated balance sheet at as of the close end of such Fiscal Year, and consolidated statements of operations, of shareholders' equity and of cash flows flow for such Fiscal Year, of the Borrower Company and its Consolidated Subsidiaries certified without Impermissible Qualification Subsidiaries, prepared on a comparative basis with the preceding Fiscal Year and audited by Ernst & Young, L.L.P. (or other independent public accountants of recognized national standing selected by the Borrower Company) and reasonably acceptable to the Required Lenders,
(ii) credit collection analyses on a Compliance Certificate calculated as of "static pool" basis together with all servicer reports for the close last Fiscal Quarter of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower Year prepared in connection with the SEC on Form 10-K for such Fiscal Yearany Securitization Transaction or warehouse financing;
(b) promptly when available and in any event within 45 60 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
, and certified by the chief accounting, executive or financial officer of the Company, (i) a consolidated balance sheet sheets at the close of such Fiscal Quarter Quarter, and the related consolidated statements of operations, of income shareholders' equity and of cash flows flow for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower Company and its Consolidated Subsidiaries certified by (with comparative information at the chief accounting or financial Authorized Officer close of and for the corresponding Fiscal Quarter of the Borrower,
prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), (ii) a Compliance Certificate calculated as of the close management discussion and analysis of such Fiscal Quarter, and
balance sheets and financial statements and (iii) the report filed by the Borrower credit collection analyses on a "static pool" basis together with the SEC on Form 10-Q all servicer reports for each such Fiscal QuarterQuarter prepared in connection with any Securitization Transaction or warehouse financing;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 30 days after the close of each calendar month, and certified by the chief accounting, executive or financial officer of the Company, (i) consolidated balance sheets at the close of such calendar month, and the related consolidated statements of operations, of shareholders' equity and of cash flow for such calendar month and for the period commencing at the close of the previous Fiscal QuarterYear and ending with the close of such calendar month, an Applicable Margin Determination Ratio Certificate; and
of the Company and Subsidiaries (with comparative information at the close of and for the corresponding calendar month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year) and (ii) a copy of all Form 8-Ks filed by the Company during such month, provided, that if at any time and for so long as the Company is not subject to the reporting requirements of Section 13 (d) or (g) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as Exchange Act, then the Administrative Agent or any Lender may from time Company, in lieu of furnishing such Form 8-Ks, will furnish such information that would otherwise be required to time reasonably request.be reported in such Form 8-Ks;
Appears in 1 contract
Financial Information, etc. The Borrower Borrowers will furnish, or will cause to be furnished, furnish to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when as soon as available and in any event on or prior to September 29, 2017, a copy of the consolidated and consolidating audited financial statements, including balance sheet, related statements of operations, and statements of cash flows, of the Acquired Company for the fiscal year ended December 31, 2016, prepared in accordance with GAAP, certified without qualification or exception by a nationally recognized auditor that is not subject to qualification as to “going concern” or the scope of such audit, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of the Acquired Company in accordance with GAAP for such period;
(b) as soon as available and in any event within 90 one hundred twenty (120) days (which period may, in the case of the fiscal year ending December 31, 2017, be extended by up to thirty (30) days in the reasonable discretion of the Administrative Agent) after the end of each fiscal year of the Borrowers (commencing with the fiscal year ending December 31, 2017), a copy of the consolidated and consolidating audited financial statements, including balance sheet, related statements of operations, and statements of cash flows, of Holdings, the Borrowers and their Subsidiaries for such fiscal year, with comparative figures for the preceding fiscal year, prepared in accordance with GAAP, certified without qualification or exception by a nationally recognized auditor that is not subject to qualification as to “going concern” or the scope of such audit other than solely with respect to, or resulting solely from, an upcoming Maturity Date under the Term Loans, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of Holdings, the Borrowers and their Subsidiaries in accordance with GAAP for such period;
(c) as soon as available and in any event within thirty (30) days after the end of each fiscal quarterly period of each fiscal year of the Borrowers (or, for with respect to the last such quarterly period ending in any fiscal year, forty five (45) days after the end of such quarterly period), commencing with the fiscal quarter ended March 31, 2017, consolidated and consolidating statements of operations and cash flows of Holdings, the Borrowers and their Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of a Responsible Officer of the Borrower Agent which shall state, in the name and on behalf of the Borrower Agent, that said financial statements are complete and correct in all material respects and fairly present the financial condition and results of operations of Holdings, the Borrowers and their Subsidiaries in accordance with GAAP for such period, (subject to year-end adjustments and the lack of GAAP footnotes);
(d) as soon as available and in any event within thirty (30) days after the end of each of the first two fiscal months of each fiscal quarter of the Borrowers, consolidated and consolidating statements of operations and cash flows of Holdings, the Borrowers and their Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year;
(e) with each financial statement required by Section 5.1(b) and Section 5.1(c) (other than the last fiscal quarter of such year) to be delivered to the Administrative Agent, a Compliance Certificate signed by a Responsible Officer of the Borrower Agent;
(f) concurrently with delivery of financial statements under clauses (a), (b) and (c) above, a management report, in reasonable detail, signed by the chief financial officer of the Borrower Agent, describing the operations and financial condition of the Loan Parties and their Subsidiaries for the fiscal quarter and the portion of the fiscal year then ended (or for the fiscal year then ended in the case of annual financial statements), together with a discussion comparing such results as compared to the applicable figures for such period set forth in the projections most recently delivered pursuant to clause (k) below;
(g) promptly after any Borrower knows or has reason to know that any Default or Event of Default has occurred and is continuing, any “Default” or “Event of Default” under and as defined in any Revolving Loan Documents has occurred and is continuing or any Material Adverse Effect has occurred, but in any event not later than five (5) Business Days after any Responsible Officer of any Borrower becomes aware thereof, a notice from the Borrower Agent of such Default, Event of Default, “Default”, “Event of Default” or Material Adverse Effect describing the same in reasonable detail and a description of the action that the Borrowers have taken and propose to take with respect thereto;
(h) promptly after a Loan Party’s obtaining knowledge thereof, notice to the Administrative Agent of any of the following that affects a Loan Party: (a) the threat or commencement of any proceeding or investigation, whether or not covered by insurance, if an adverse determination could reasonably be expected to have a Material Adverse Effect, (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, (c) any default under or termination of a Material Contract, (d) any judgment in an amount exceeding $500,000, (e) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect, (f) any violation or asserted violation of any applicable Law (including ERISA, PBA, the Fair Labor Standards Act of 1938, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect, (g) any Environmental Release by a Loan Party or on any Real Property owned, leased or occupied by a Loan Party, or receipt of any Environmental Notice, (h) the occurrence of any ERISA Event or Termination Event, (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants, or (j) any opening of a new office or place of business, at least thirty (30) days prior to such opening., or (k) any Loan Party or Subsidiary becomes party to, liable under or otherwise bound by any collective bargaining agreement, any Canadian Defined Benefit Pension Plan, Canadian Pension Plan, Pension Plan, Multiemployer Plan, Canadian Multi-Employer Plan or similar agreement;
(i) promptly after receipt thereof, but in any event not later than five (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, all final letters and reports to management of a Borrower prepared by its independent certified public accountants and the responses of the management of such Borrower thereto;
(j) promptly following the commencement of any litigation, suit, administrative proceeding or arbitration relating to any Borrower or any of its Properties which if adversely determined could reasonably be expected to result in a Material Adverse Effect or otherwise relating in any way to the transactions contemplated by this Agreement, but in any event not later than (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, a notice thereof from the Borrower Agent describing the allegations of such litigation, suit, administrative proceeding or arbitration and the Borrowers’ response thereto;
(k) not later than thirty (30) days after the start of each fiscal year of the Borrowers, projections of Holdings’, the Borrowers’ and their Subsidiaries’ consolidated balance sheets, results of operations, cash flow and “Availability” (as defined in the Revolving Loan Documents) for the next fiscal year, fiscal month by fiscal month, together with a statement of all underlying assumptions, and promptly following the preparation thereof, updates to any of the foregoing from time to time prepared by management of any Loan Party;
(l) promptly after receipt thereof, but in any event not later than five (5) Business Days after any Responsible Officer of a Borrower becomes aware thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement (including, without limitation, the Revolving Loan Documents) and, from time to time upon request by the Administrative Agent, such information and reports regarding such instruments, indentures and loan and credit and similar agreements as the Administrative Agent may reasonably request;
(m) promptly after the sending or filing thereof, any certifications or other documents (including any exhibits or other backup thereto) regarding the post-closing settlement or other “true-up” of consideration paid under the Acquisition Documents or the Canadian Purchase Agreement;
(n) at the Administrative Agent’s request, a listing of each Loan Party’s trade payables, specifying the trade creditor and balance due, and a detailed trade payable aging, all in form satisfactory to the Administrative Agent;
(o) promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Loan Party has made generally available to its shareholders; copies of any regular, periodic and special reports or registration statements or prospectuses that any Loan Party files with the Securities and Exchange Commission or any other Governmental Authority, or any securities exchange; and copies of any press releases or other statements made available by a Loan Party to the public concerning material changes to or developments in the business of such Loan Party;
(p) promptly after the sending or filing thereof, copies of any annual report to be filed in connection with each Plan or Foreign Plan;
(q) promptly upon any officer of any Loan Party obtaining knowledge that any Loan Party has either (i) registered or applied to register any Intellectual Property with any Governmental Authority or (ii) acquired any interest in Real Property (including leasehold interests in Real Property), a certificate of a Responsible Officer describing such Intellectual Property and/or such Real Property in such detail as the Administrative Agent shall reasonably require;
(r) promptly upon the completion thereof, any third-party audit or other review of the Closing Date balance sheet of the Loan Parties;
(s) as soon as available, and in any event within 120 days after the close of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, fiscal year of the Borrower Borrowers, financial statements for each Guarantor, in form and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable substance satisfactory to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearAdministrative Agent;
(bt) upon request, provide the Administrative Agent with copies of all existing agreements, and promptly when available after execution thereof provide the Administrative Agent with copies of all future agreements, between a Loan Party and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting which any Collateral may be kept or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterthat otherwise may possess or handle any Collateral;
(cu) promptly from time to time (but no more frequently than one time per fiscal quarter) upon receipt thereof and upon the reasonable request of Administrative Agent, the Borrowers shall make appropriate members of management available at reasonable times during normal business hours for a telephone conference to discuss with Administrative Agent or any Lender, copies of all management letters submitted to and the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants Lenders the financial condition and operations of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available Borrowers and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificatetheir Subsidiaries; and
(gv) such other information with respect to the financial condition, business, property, assets, revenues condition and operations of the Borrower Borrowers and their Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower (and/or where stated below, the Randgold Completion Guarantors) will furnish, or will cause to be furnished, to the Administrative Agent and (and, in the case of clause (c), the Independent Engineer) copies (with sufficient copies for each other Lender copies Party) of the following financial statements, reports and information:
(a) promptly when available available, and in any event within 90 one hundred and eighty (180) days after the close of each Fiscal Year
(i) a Year of each Randgold Completion Guarantor, the consolidated balance sheet of such Randgold Completion Guarantor and its subsidiaries at the close of such Fiscal Year, Year and the related consolidated statements of operations, of shareholders' equity and cash flow of cash flows such Randgold Completion Guarantor and its subsidiaries, in each case with comparable information at the close of and for such the prior Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified reported on without Impermissible Qualification by Pricewaterhouse Coopers or independent certified public or chartered accountants of recognized standing selected by the Borrower and reasonably acceptable recognised international standing, together with a certificate from such accountants to the Required Lenders,
(ii) a Compliance Certificate calculated as of effect that, in making the close examination necessary for the signing of such Fiscal Year,
(iii) a projected financial statement annual report by such accountants, they have not become aware of the Borrower any Default that has occurred and its Consolidated Subsidiaries for the following Fiscal Yearis continuing, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for or, if they have become so aware, describing such Fiscal YearDefault;
(b) promptly when available available, and in any event within 45 forty five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal YearYear of each Obligor:
(i) a in the case of the Borrower, its balance sheet at the close of such Fiscal Quarter Quarter, and its related statements of operations, shareholders' equity and cash flow; and
(ii) in the case of income each Randgold Completion Guarantor, its consolidated balance sheet at the close of such Fiscal Quarter, and its related consolidated statements of operations, shareholders' equity and cash flows flow, in each such case in respect of such related statements, for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the Borrower prior Fiscal Year and its Consolidated Subsidiaries for the corresponding period during such prior Fiscal Year) and certified by the chief an accounting or financial Authorized Officer Authorised Representative of the Borrower,relevant Obligor:
(iic) within thirty (30) Business Days after March 31, June 30, September 30 and December 31 of each calendar year and on the Mechanical Completion Date, the Economic Completion Date and the Release Date, a Compliance Certificate calculated as of such March 31, June 30, September 30 or December 31 or as of the close Mechanical Completion Date, the Economic Completion Date or the Release Date, as the case may be, indicating, INTER ALIA, compliance with each of the ratios set forth in Clause 9.1.19 on each Calculation Date coinciding with or scheduled to occur thereafter, together with such Fiscal Quarter, and
(iii) information concerning the report filed calculations and assumptions used by the Borrower with in preparing such Compliance Certificate as the SEC on Form 10-Q for each such Fiscal QuarterAgent may request;
(cd) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the Borrower each Obligor by independent a certified public accountants accountant in connection with each annual or interim audit made by such accountants certified public accountant of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiarysuch Obligor;
(e) promptly when available and in any event within ten days annually, on or before each anniversary of publicationthe initial Borrowing Date, all material filings with a memorandum prepared by the SEC;
(f) within 45 days after Borrower summarising the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information then outstanding insurance coverage with respect to the financial condition, business, property, assets, revenues Mine together with a certificate or certificates of insurance prepared by the Insurance Consultant and operations in form and substance satisfactory to the Agent confirming that:
(i) all such insurance coverage is in full force and effect and all premiums payable in connection therewith have been paid;
(ii) in the opinion of the Borrower Insurance Consultant, such insurance is sufficient for the purposes of the Mine and Subsidiaries is responsive to the requirements of Clause 8.1.7;
(iii) the Agent is named as the Administrative Agent or any Lender may from time to time reasonably request.first loss payee under all policies of property insurance and as an additional insured under all policies of liability insurance; and
Appears in 1 contract
Financial Information, etc. The Borrower Company will furnish, or will cause to be furnished, to the Administrative Agent and each Lender Noteholder copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 days after when furnished pursuant to the close Senior Loan Agreement, copies of each Fiscal Year
all financial statements, certificates, audit and other reports, filings, projections, management letters and other information furnished pursuant to Section 8.4 (EXCLUDING, HOWEVER, clauses (c), (h) and (i) a balance sheet at thereof) thereof (and the close of Company hereby agrees that (x) each Noteholder is hereby entitled to rely on such Fiscal Year, information as if it were required to have been furnished directly pursuant to this Agreement and statements of operations, of shareholders' equity (y) all certifications and of cash flows for representations made therein shall be deemed to be made directly to each Noteholder as if such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable information was expressly addressed to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearthem);
(b) promptly when available and in any event within 45 120 days after the close of each Fiscal Year (and only if, and to the extent, financial information is not being furnished pursuant to CLAUSE (a)),
(i) a consolidated balance sheet as of the end of such Fiscal Year, and consolidated statements of income, of stockholders' equity and of cash flow for such Fiscal Year, of the Company and Subsidiaries, prepared, commencing with the 2003 Fiscal Year, on a comparative basis with the preceding Fiscal Year and certified without qualification by PricewaterhouseCoopers LLP (or other independent public accountants of recognized national standing selected by the Company and consented to by the Required Noteholders, such consent not be unreasonably withheld or delayed),
(ii) an unaudited consolidating balance sheet as of the end of such Fiscal Year, and consolidating statements of income, of stockholders' equity and of cash flow for such Fiscal Year, of the Company and Subsidiaries, prepared, commencing with the 2003 Fiscal Year, on a comparative basis with the preceding Fiscal Year and certified by the chief accounting, executive or financial Authorized Officer, and
(iii) Statutory Annual Financial Statements as of the end of and for such Fiscal Year;
(c) promptly when available and in any event within 60 days after the close of each of the first three Fiscal Quarters of each Fiscal YearYear (and only if, and to the extent, financial information is not being furnished pursuant to CLAUSE (a)),
(i) a consolidated and consolidating balance sheet sheets at the close of such Fiscal Quarter Quarter, and the related consolidated and consolidating statements of operationsincome, of income stockholders' equity and of cash flows flow for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower Company and its Consolidated Subsidiaries (with, commencing with the 2003 FQ4, comparative information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), certified by the chief accounting accounting, executive or financial Authorized Officer of the Borrower,Officer; and
(ii) a Compliance Certificate calculated Statutory Quarterly Financial Statements as of the end of such Fiscal Quarter, and for the period commencing as of the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to each Bank and to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 95 days after the close of each Fiscal Year,
(i) a consolidated balance sheet at the close of such Fiscal Year, and related consolidated statements of operationsearnings, of shareholdersstockholders' equity and of cash flows flow for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries Subsidiaries, audited and certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,an Independent Public Accountant, and
(ii) a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 60 days after the close of each of the first three Fiscal Quarters of each Fiscal Year,
(i) a consolidated balance sheet sheets at the close of such Fiscal Quarter, and related consolidated statements of earnings and cash flow for such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at from the close commencement of the previous such Fiscal Year and ending with to the close end of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries Subsidiaries, setting forth comparative figures at the close of and for the corresponding Fiscal Quarter and period of the prior Fiscal Year, certified by the chief accounting or financial Authorized Officer of the Borrower,, and
(ii) a Compliance Certificate calculated as of the computation date at the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt after any filing thereof and upon request of by the Administrative Agent Borrower with the Commission, any annual, periodic or any Lender, copies of all management letters submitted special report or registration statement generally available to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiarypublic;
(d) promptly upon the incorporation after completion or acquisition receipt thereof, information regarding the creation a copy of all notices, documents, or acquisition of other instruments required to be delivered pursuant to any new SubsidiarySubordinated Debt Document or Senior Debt Document and not otherwise required to be delivered hereunder;
(e) promptly when available after completion thereof, but in no event later than January 31 of each year, a copy of the Borrower's annual sales and in any event within ten days profit forecast, including a forecasted balance sheet and statement of publicationcash flow (and a sales and profit forecast), all material filings with the SECon a monthly basis;
(f) within 45 days promptly after the close execution and delivery thereof, copies of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificateany material shareholder or similar agreement entered into by the Borrower and any holder of the capital stock of the Borrower; and
(g) promptly, such additional financial and other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and its Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably requestrequest through the Administrative Agent.
Appears in 1 contract
Financial Information, etc. The Cause the Borrower will furnish, or will cause to be furnished, furnish to the Administrative Agent and each Lender copies of the following financial statements, reports and informationLenders:
(a) promptly when as soon as available and in any event within 90 120 days after the close of each Fiscal Year
(i) fiscal year, a balance sheet at copy of the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, annual audit report of the Borrower and its Consolidated Subsidiaries for such fiscal year, including therein consolidated balance sheets and statements of earnings and cash flows of the Borrower and its Subsidiaries as at the end of such fiscal year, certified without Impermissible Qualification adverse reference to going concern value and without qualification by independent public accountants auditors of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,Administrative Agent, acknowledging that in making the examination necessary for the signing of such annual audit report by such accountants, nothing came to their attention that caused them to believe that the Borrower was not in compliance with any provision of Sections 8.04, 8.07, 8.08 or 8.15 of this Agreement insofar as such provision relates to accounting matters or, if something has come to their attention that caused them to believe that the Borrower was not in compliance with any such provision, describing such non-compliance in reasonable detail, together with (1) management discussion and analysis relating to important operation and financial developments during such period, and (2) a comparison of such results with the business plan and budget for such period;
(b) as soon as available, and in any event within forty-five (45) days after the end of each fiscal quarter of the Borrower, the financial statements set forth in the Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission, prepared by the Borrower, as applicable, and certified by the chief financial officer of the Borrower, as applicable, including, without limitation, balance sheet and statements of income, retained earnings and changes in retained earnings, providing information with respect to Borrower’s operations as a whole, such financial statements to be prepared in accordance with GAAP and in a manner consistent with prior practice unless otherwise specifically noted therein, together with (i) management discussion and analysis relating to important operation and financial developments during such fiscal period, and (ii) a Compliance Certificate calculated as comparison of such results with the business plan and budget for such fiscal quarter;
(c) concurrently with the financial statements referred to in Sections 7.05(a) and (b), a duly completed compliance certificate in the form of the close certificate attached as Exhibit B (a "Compliance Certificate"), executed by a Responsible Officer of the Borrower and including a computation demonstrating that Borrower is in compliance with all financial covenants and other covenants and obligations under this Agreement or, in the absence of such Fiscal Year,compliance, showing the extent to which, and stating with specificity, those covenants or obligations with respect to which Borrower is not in compliance;
(iiid) a projected financial statement [Intentionally omitted];
(e) [Intentionally omitted];
(f) as soon as available, but in any event at least 30 days after the beginning of each fiscal year of the Borrower, an annual business plan and budget of the Borrower and its Consolidated Subsidiaries for the following Fiscal Yearon a consolidated basis, and
(iv) the report filed including forecasts prepared by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 days after the close of each management of the first three Fiscal Quarters Borrower, in form satisfactory to the Required Lenders, of each Fiscal Year
(i) a consolidated balance sheet at the close of such Fiscal Quarter sheets and statements of operations, of income or operations and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) on a Compliance Certificate calculated as of the close of monthly basis for such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterfiscal year;
(cg) immediately upon the occurrence of any Event of Default or event which upon the lapse of time may become an Event of Default under this Agreement, a certificate of Borrower stating the specific nature of the default, the Borrower’s intended actions to cure such default and the time period in which such cure is to occur;
(h) promptly upon receipt thereof after the furnishing thereof, copies of any statement, certificate or report furnished to the Senior Agent, any holder of the Senior Indebtedness and/or any holder of any other debt securities of any Loan Party or any Borrower Subsidiary pursuant to the terms of any indenture, loan or credit agreement and upon request of not otherwise required to be furnished to the Administrative Agent or any Lender, and the Lenders pursuant to this Section 7.05;
(i) copies of all any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower or any of its Subsidiaries by independent public accountants in connection with each annual the accounts or interim audit made by such accountants of the books of the Borrower or any Subsidiary, or any audit of any of them;
(dj) promptly upon the incorporation filing or acquisition sending thereof, information regarding the creation copies of all reports of Borrower or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings Loan Party on Form 10-K or 10-Q filed with the SEC;
(fk) promptly, and in any event within 45 days five Business Days after receipt thereof by Borrower or any Loan Party, copies of each notice or other correspondence received from the SEC concerning any investigation or other inquiry by such agency regarding financial or account results of Borrower or any Loan Party;
(l) promptly after the close furnishing thereof, copies of all information delivered to the lenders under the Senior Credit Agreement, the lenders under the Pac-Van Credit Documents and the lenders under the Royal Wolf Credit Documents, in each Fiscal Quartercase as provided to such lenders pursuant to the periodic reporting requirements contained in the Senior Credit Agreement, an Applicable Margin Determination Ratio Certificatethe Pac-Van Credit Documents or the Royal Wolf Credit Documents, as applicable; and
(gm) such other information promptly upon the effectiveness thereof, fully-executed copies of all amendments, modifications, consents, waivers or similar agreements with respect to the financial condition, business, property, assets, revenues Pac-Van Credit Documents and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably requestRoyal Wolf Credit Documents.
Appears in 1 contract
Financial Information, etc. The Borrower Bema will furnish, or will cause to be furnished, to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when available available, and in any event within 90 one hundred and twenty (120) days after the close of each Fiscal Year
(i) a , the consolidated balance sheet of Bema and its subsidiaries at the close of such Fiscal Year, Year and the related consolidated statements of operations, of shareholders' ’ equity and cash flow (including statements describing Risk Management Obligations) of cash flows Bema and its subsidiaries, in each case with comparable information at the close of and for such the prior Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified reported on without Impermissible Qualification by independent public accountants PricewaterhouseCoopers or other auditors of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearrecognised international standing;
(b) promptly when available available, and in any event within 45 forty five (45) days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a Year of Bema, its consolidated balance sheet at the close of such Fiscal Quarter Quarter, and its related consolidated statements of operations, shareholders’ equity and cash flow (including statements describing Risk Management Obligations), in each such case in respect of income such related statements, for such Fiscal Quarter and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the Borrower prior Fiscal Year and its Consolidated Subsidiaries for the corresponding period during such prior Fiscal Year) and certified by the chief an accounting or financial Authorized Officer Authorised Representative of the Borrower,Bema;
(iic) within forty five (45) Business Days after each Calculation Date, a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any SubsidiaryCalculation Date;
(d) promptly upon as soon as possible (and in any event within three (3) Business Days) after becoming aware of the incorporation or acquisition thereof, information regarding the creation or acquisition occurrence of any new SubsidiaryDefault, a statement of the chief financial Authorised Representative of Bema setting forth details of such Default and the action which has been taken, and which it is proposed be taken, with respect thereto;
(e) promptly when available as soon as possible (and in any event within ten days five (5) Business Days) after any Obligor knows or has reason to know of publicationany event or circumstance which has a reasonable likelihood of having a Materially Adverse Effect, all material filings with notice of such event or circumstance describing the SECsame in reasonable detail;
(f) as soon as possible (and in any event within 45 days five (5) Business Days) after any Obligor knows or has reason to know of, of any pending or threatened litigation, arbitration, employment dispute or governmental investigation or proceeding against any Relevant Bema Group Company or to which any of such entity's business, operations, properties, assets, revenues or prospects is subject and which could, if adversely determined, be reasonably be expected to have a Materially Adverse Effect, notice of such litigation, etc. describing the same in reasonable detail;
(g) promptly upon the making, filing or receipt thereof, copies of each filing and report or document made to or filed with, or received from, any Governmental Agency, and of each communication from Bema to its shareholders or creditors generally, which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of any Relevant Bema Group Company;
(h) in conjunction with the discussions referred to in Clause 3.4, and by no later than, 1 December, 2005, a revised Technical Review in form acceptable to the Independent Engineer reflecting any change in any fact, event or circumstance which renders the Technical Review as then currently in effect inaccurate;
(i) within twenty (20) Business Days after the close end of each Fiscal Quarterquarter an operating and performance report with respect to the operational and financial performance of the Xxxxxxxx Project, an Applicable Margin Determination Ratio Certificatethe Kupol Project and the Xxxxxxx Project during such quarter together with a budget for the future development and operation of each of the Xxxxxxxx Project, the Kupol Project and the Xxxxxxx Project; and
(gj) such other information in the possession of, or available to, any Relevant Bema Group Company with respect to the financial condition, business, propertyproperties, assets, revenues and operations of any Bema Group Company, the Borrower and Subsidiaries Kupol Project, the Xxxxxxxx Project and/or the Xxxxxxx Project as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Term Loan Facility Agreement (Bema Gold Corp /Can/)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, shall promptly furnish to the Administrative Agent, and the Administrative Agent and each Lender shall furnish to the Lender, copies of the following financial statements, reports and information:
: (a) promptly when as soon as available and in any event within 90 ninety (90) days after the close end of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, fiscal year of the Borrower and its Consolidated Subsidiaries certified (beginning with the year ended December 31, 2011), the Financial Statements for such fiscal year, setting forth in comparative form the figures for the previous fiscal year, if any, reported on without Impermissible Qualification material qualification by independent public accountants of recognized standing selected by Independent Public Accountant, it being understood that a qualification relating only to valuation methodology shall not be deemed a material qualification if the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower has otherwise complied with the SEC on Form 10-K for such Fiscal Year;
Section 6.1.1; (b) promptly when as soon as available and in any event within 45 seventy-five (75) days after the close of each end of the first three Fiscal Quarters six- month period of each Fiscal Year
(i) a balance sheet at fiscal year of the close Borrower, the Financial Statements for such six-month period, setting forth in the case of such Fiscal Quarter and statements of operationseach six-month period ending on or after June 30, of income and of cash flows 2011 in comparative form the figures for the corresponding six-month period commencing at and the close corresponding portion of the previous Fiscal Year fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation, GAAP and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified consistency by the chief accounting or financial an Authorized Officer of the Borrower,
; (c) simultaneously with the delivery of each set of Financial Statements referred to in clauses (a) and (b) above, (A) a certificate of an Authorized Officer of the Borrower in the form of Exhibit F hereto (x) setting forth (i) Company Equity as of the last day of the six-month period of the Borrower most recently ended; (ii) a Compliance Certificate calculated as the aggregate amount of the close of Restricted Payments made during such Fiscal Quarter, and
six-month period; and (iii) the report filed by aggregate principal amount of Debt of the Borrower described in clause (ii) of Section 6.2.2 in each case as of the last day of such fiscal year or six-month period; and (y) stating whether any Default exists on the date of such certificate and, if any Default then exists, setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto; (d) simultaneously with the SEC delivery of each set of Financial Statements referred to in clause (a) above, a statement of the Independent Public Accountant which reported on Form 10-Q for such statements as to whether, in connection with their audit, anything has come to their attention to cause them to believe that the Borrower failed to comply with the terms, covenants, provisions, or conditions of Sections 3.3, 6.1.2, 6.1.19, 6.2.2, 6.2.3 and 7.1.2, insofar as they relate to financial and accounting matters as of the date of such statements and, if such failure has come to their attention, a statement as to the nature thereof; provided that such audit was not directed primarily toward obtaining knowledge of noncompliance with such Sections; (e) on each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of Business Day, the Borrower shall cause the Custodian to deliver to the Administrative Agent a report (which can be in the form of an Excel spreadsheet or any Lenderother software program) calculating the Fund Asset Value and setting forth the Market Value for each Fund Investment; (f) on each Reporting Date, copies of all management letters submitted (x) the Borrower shall cause the Custodian to deliver to the Borrower Administrative Agent a monthly report (the "Monthly Report") signed by independent public accountants in connection with each annual or interim audit made by such accountants an authorized officer of the books Custodian (i) calculating the Fund Asset Value as of the most recent Determination Date, (ii) setting forth the Market Value for each Fund Investment as of the most recent Determination Date, (iii) calculating the Asset Value Tests and the Portfolio Limitations as of the most recent Determination Date and giving notice of any non- compliance therewith; and (iv) setting forth the purchases and sales of any Fund Investments; and (y) the Borrower or any Subsidiary;
shall deliver to the Administrative Agent a written certification that no Default has occurred; (dg) promptly upon the incorporation or acquisition execution thereof, information regarding the creation or acquisition copies of any new Subsidiary;
amendment to any Transaction Document to which the Administrative Agent is not a party; (eh) promptly when available and in any event within ten days of publicationfrom time to time, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information or documents (financial or otherwise) as the Administrative Agent may reasonably request; and (i) promptly upon obtaining actual knowledge thereof, any material correction, revision or restatement with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time information referred to time reasonably requestabove.
Appears in 1 contract
Samples: Credit Agreement (Apollo Senior Floating Rate Fund Inc.)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender Bank copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 days after the close of each Fiscal Year.
(i) a consolidated balance sheet at the close of such Fiscal Year, and consolidated statements of operationsincome, of shareholders' equity investment and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries Subsidiaries, certified without Impermissible Qualification qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required LendersBank (which consolidated balance sheets and statements shall be in comparative form with the previous Fiscal Year), provided that if Borrower is unable to furnish such unqualified report, in lieu thereof it shall furnish such report as it shall have received together with a written statement of such accountants (x) stating that their audit examination has included a review of the terms of this Agreement as they relate to financial and accounting matters, (y) stating whether anything has come to their attention to cause them to believe that any Default existed on the date of such statements and (z) confirming the calculation's set forth in the Compliance Certificate delivered simultaneously therewith pursuant to Section 5.1.1(iii) hereof,
(ii) a consolidating balance sheet at the close of such Fiscal Year, and a consolidating statement of income for such Fiscal Year, of Borrower and its Subsidiaries, which shall be in comparative form with the previous Fiscal Year, and
(iii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;:
(b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters quarters of each Fiscal Year, commencing with the quarter ending December 31, 1996,
(i) a consolidated and consolidating balance sheet at the close of such Fiscal Quarter quarter, and consolidated and consolidating statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with continuing through the close of such Fiscal Quarterquarter, of the Borrower and its Consolidated Subsidiaries certified Subsidiaries, Certified by the chief principal accounting or financial Authorized Officer of Borrower (which consolidated and consolidating balance sheets and statements shall be in comparative form with the Borrower,corresponding period of the previous Fiscal Year), and
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificatequarter; and
(gc) such other information with respect to the financial condition, business, property, assets, revenues condition and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender Bank copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 days after the close of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Year, and statements of operations, of cash flows and of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries (as to which such balance sheet and statements shall be consolidated) certified without Impermissible Qualification by Ernst & Young LLP or other independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required LendersBanks,
(ii) a letter report of such accountants at the close of such Fiscal Year to the effect that they have reviewed the provisions of this Agreement and the Compliance Certificate then being furnished pursuant to clause (a)(iii), and are not aware of any miscalculation in such Compliance Certificate of the financial tests contained in Section 7.2.3 or of any Default hereunder continuing at the end of such Fiscal Year, except such miscalculation or Default, if any, as may be disclosed in such statement, and
(iii) a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income cash flows, and of cash flows shareholders' equity for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries (as to which such balance sheet and statements shall be consolidated) certified by the chief accounting or financial Authorized Officer of the Borrower,, and
(ii) a Compliance Certificate calculated as of the computation date at the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly and in any event within five Business Days following the filing thereof by the Borrower with the Securities and Exchange Commission (or any successor agency) under the Securities Exchange Act of 1934, as amended (or any successor statute), copies of its Reports on Form 10-K, 10-Q and 8-K (or any successor forms);
(d) promptly upon receipt thereof and upon request of the Administrative Agent or any LenderBank, copies of all detailed financial and management letters reports submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(de) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(gf) such other information with respect to the financial condition, business, property, assets, revenues revenues, and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Samples: Loan Agreement (Oglebay Norton Co)
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, furnish to the Administrative Agent and each Lender of the Banks copies of the following financial statements, reports and information:
(a) promptly when as soon as available and in any event within 90 ninety (90) days after the close end of each Fiscal Year
(i) fiscal year of the Borrower, a copy of the audited consolidated financial statements, including balance sheet at the close sheet, related statements of such Fiscal Yearincome, statements of stockholders' equity and statements of operations, of shareholders' equity and of cash flows for such Fiscal Yearflows, of the Borrower and its Consolidated consolidated Subsidiaries for such fiscal year, with comparative figures for the preceding fiscal year, prepared in accordance with GAAP, certified without Impermissible Qualification qualification or exception by PricewaterhouseCoopers LLP or such other nationally or regionally recognized firm of independent public accountants of recognized standing selected by the Borrower and which are reasonably acceptable to the Administrative Agent and the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearBanks;
(b) promptly when as soon as available and in any event within 45 forty-five (45) days after the close end of each of the first three Fiscal Quarters (3) fiscal quarterly periods of each Fiscal Year
(i) a balance sheet at fiscal year of the close of such Fiscal Quarter and Borrower, consolidated statements of operationsincome, of income stockholders' equity and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated consolidated Subsidiaries certified by for such period and for the chief accounting or financial Authorized Officer period from the beginning of the Borrower,
(ii) respective fiscal year to the end of such period, and the related consolidated balance sheets as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding period in the preceding fiscal year, accompanied by a Compliance Certificate calculated as certificate of a senior financial officer of the close Borrower which shall state that said financial statements fairly present the consolidated financial condition and results of such Fiscal Quarter, and
(iii) the report filed by operations of the Borrower and its Subsidiaries in accordance with the SEC on Form 10-Q GAAP for each such Fiscal Quarterperiod;
(c) promptly upon receipt thereof with each financial statement required by Section 5.1(a) and upon request of (b) to be delivered to the Administrative Agent or any Lenderand each of the Banks, copies of all management letters submitted (i) a certificate ("Compliance Certificate") in a form acceptable to the Borrower Administrative Agent and the Required Banks signed by independent public accountants in connection with each annual the president, the executive vice president or interim audit made by such accountants of the books chief financial officer of the Borrower (i) stating that, to the best of his knowledge after reasonable investigation, no Default or any SubsidiaryEvent of Default has occurred and is continuing, or if a Default or an Event of Default has occurred and is continuing, a statement of the nature thereof and the action which the Borrower proposes to take with respect thereto, and (ii) setting forth, in sufficient detail, the information and computations required to establish whether or not the Borrower was in compliance with the requirements of Sections 6.1 through 6.3, inclusive, Section 6.12 and Section 6.17, during the periods covered by the financial reports then being furnished and as of the end of such periods;
(d) promptly upon with each financial statement required by Section 5.1(a) to be delivered to the incorporation or acquisition thereofAdministrative Agent and each of the Banks for a fiscal year, information regarding a separate written statement of the creation or acquisition independent public accountant which certified such financial statements that (i) such accountants have obtained no knowledge of any new SubsidiaryDefault or Event of Default having occurred and continuing, or if such accountants have obtained knowledge of any such Default or Event of Default, the accountants shall disclose such Defaults or Events of Default and the nature thereof and (ii) that such accountants have reviewed the Compliance Certificate to be delivered by the Borrower for and as of the end of such fiscal year and found the calculations contained therein to be accurate and in agreement with such financial statements;
(e) promptly when available upon their becoming available, copies of all registration statements, reports (including without limitation any regular, periodic or special reports) and in proxy materials which the Borrower or any event within ten days of publication, all material filings Subsidiary may file with the SECSecurities and Exchange Commission;
(f) within 45 days promptly upon the furnishing thereof to the stockholders of the Borrower, copies of all financial statements, reports and other materials furnished to the stockholders which have not been previously provided to the Administrative Agent and the Banks pursuant to clauses (a), (b) or (e) of this Section 5.1;
(g) promptly after the close Borrower knows or has reason to know that any Default has occurred, a notice of each Fiscal Quartersuch Default describing the same in reasonable detail and a description of the action that the Borrower has taken and proposes to take with respect thereto;
(h) promptly after receipt thereof, an Applicable Margin Determination Ratio Certificateall letters and reports to management of the Borrower prepared by its independent certified public accountants and the responses of the management of the Borrower thereto;
(i) promptly following the commencement of any litigation, suit, administrative proceeding or arbitration relating to the Borrower or any of its Subsidiaries relating to the transactions contemplated by this Agreement or which if adversely determined could result in a Material Adverse Occurrence, a notice thereof describing the allegations of such litigation, suit, administrative proceeding or arbitration and the Borrower's or such Subsidiary's response thereto;
(j) promptly upon learning thereof, a notice of any "reportable event" or "prohibited transaction" or the imposition of a withdrawal or termination liability within the meaning of ERISA in connection with any Plan and, when known, any action taken by the Internal Revenue Service, Department of Labor or PBGC with respect thereto; and
(gk) such other information with respect to the financial condition, business, property, assets, revenues condition and operations of the Borrower and or any of its Subsidiaries as the Administrative Agent or any Lender Bank may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, Deliver to the Administrative Agent Agent, in form and detail reasonably satisfactory to the Administrative Agent, with sufficient copies for each Lender copies of the following financial statements, reports and informationLender:
(a) promptly when available and in any event within as soon as available, but not later than 90 days after the close end of each Fiscal Year
: (i) a copy of the audited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at the close end of such Fiscal Year, year and the related consolidated statements of operations, of shareholders' stockholders’ equity and of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the opinion of the Borrower Independent Public Accountant, which opinion shall be prepared in accordance with the standards of the Public Company Accounting Oversight Board and its Consolidated Subsidiaries certified shall state that such consolidated financial statements present fairly, in all material respects, the financial position and the results of operations for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes agreed upon by the Parent Company and such auditors which are disclosed and described in such statements). Such opinion shall be issued by the Independent Public Accountant without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower Qualification; and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated copies of consolidating balance sheets as of at the close end of such Fiscal Year,
(iii) a projected financial statement , and related consolidating statements of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K operations for such Fiscal Year of the Parent Company and its Subsidiaries (with comparable information as at the end of and for the previous Fiscal Year) certified as to fairness of presentation by the chief financial officer of the Parent Company;
(b) promptly when available and in any event within as soon as available, but not later than 45 days after the close end of each of the first three Fiscal Quarters of each Fiscal Year
: (i) a copy of the unaudited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at the close end of such Fiscal Quarter quarter and the related consolidated statements of operations, of income stockholders’ equity and of cash flows for such quarter and for the period commencing portion of the Fiscal Year then ended, and certified by the chief financial officer of the Parent Company as being complete and correct in all material respects and fairly presenting in all material respects, in accordance with GAAP (except for the absence of footnotes and subject to normal year end adjustments), the financial position and the results of operations of the Parent Company and its consolidated Subsidiaries; and (ii) copies of consolidating balance sheets as at the close of the previous Fiscal Year and ending with the close end of such Fiscal Quarter, and related consolidating statements of operations for such Fiscal Quarter and for the portion of the Borrower Fiscal Year then ended of the Parent Company and its Consolidated Subsidiaries (with comparable information as at the end of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year) certified as to fairness of presentation by the chief accounting or financial Authorized Officer officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, Parent Company; and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close not later than January 31 of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations Year of the Borrower Parent Company, a copy of the annual business plan and budget for such Fiscal Year for the Parent Company and its Subsidiaries on a market-by-market basis, including, in each case, budgeted results for each Fiscal Quarter and for the Fiscal Year as a whole, in each case, on a market-by-market basis, together with an explanation of any differences between the Administrative Agent or sum of the individual budgets and the consolidated totals, and upon the delivery of any Lender may from time financial statements relating to time reasonably requestany period included in such budget, a summary comparing the actual financial performance of the Parent Company and its Subsidiaries during such period to that provided for in such budget.
Appears in 1 contract
Financial Information, etc. The Borrower Company will furnish, or will cause to be furnished, to the Administrative Agent and each Lender requesting Noteholder copies of the following financial statements, reports and information:
(a) promptly when available and in any event when furnished pursuant to the Senior Credit Agreement, copies of all financial statements, certificates, audit and other reports, filings, projections, management letters and other information furnished pursuant to Section 7.1(K)(i), 7.1(K)(ii), 7.1(K)(iv) and 7.1(K)(vi) thereof (and the Company hereby agrees that (x) each requesting Noteholder is hereby entitled to rely on such information as if it were required to have been furnished directly pursuant to this Agreement and (y) all certifications and representations made therein shall be deemed to be made directly to each requesting Noteholder as if such information was expressly addressed to them);
(b) promptly when available and in any event within 90 days after the close of each Fiscal Year
Year (iand only if, and to the extent, financial information is not being routinely furnished pursuant to clause (a) in accordance with the Senior Credit Agreement to each requesting Noteholder), a consolidated balance sheet at as of the close end of such Fiscal Year, and consolidated statements of operations, of shareholders' equity and of cash flows flow for such Fiscal Year, of the Borrower Company and its Consolidated Subsidiaries Subsidiaries, prepared, commencing with the 2001 Fiscal Year, on a comparative basis with the preceding Fiscal Year and certified without Impermissible Qualification qualification by Moss Xxxmx XXX (or other independent public accountants of recognized national standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearCompany;
(bc) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
Year (iand only if, and to the extent, financial information is not being routinely furnished pursuant to clause (a) a in accordance with the Senior Credit Agreement to each requesting Noteholder), consolidated balance sheet sheets at the close of such Fiscal Quarter Quarter, and the related consolidated statements of operations, of income shareholders' equity and of cash flows flow for such Fiscal Quarter and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower Company and its Consolidated Subsidiaries (with, commencing with the 2001 FQ 1, comparative information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year), certified by the chief accounting accounting, executive or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SEC;
(f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio CertificateOfficer; and
(gd) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent Company or any Lender Subsidiary as or any requesting Noteholder may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower Borrowers’ Representative will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following financial statements, reports and information:
(a) (i) promptly when available and in any event on or prior to December 15, 2005, with respect to Borrowers’ Fiscal Year ending December 31, 2004, and within 90 ninety (90) days after the close of each Fiscal Year
(i) Year thereafter, commencing with Borrowers’ Fiscal Year ending December 31, 2005, a consolidated balance sheet and a consolidating balance sheet for the Borrowers and their Subsidiaries at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower Borrowers and their Subsidiaries (with comparable information at the close of and for the prior Fiscal Year), in each case certified (in the case of consolidated statements) without qualification (except that the certification with respect to the financial statements for Borrowers’ Fiscal Year ending December 31, 2004 may be subject to a going concern qualification) by its Consolidated Subsidiaries certified without Impermissible Qualification by public accountants existing on the Closing Date, or other independent public accountants of recognized standing selected by the Borrower and reasonably acceptable satisfactory to the Required Lenders,
Agent, which statements shall be delivered together with a report from management of the Borrowers containing a description of projected business prospects (including capital expenditures) and management’s discussion and analysis of financial condition and results of operation of the Borrowers and their Subsidiaries; and (ii) promptly when available and in any event within thirty (30) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the computation date at the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, ; and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 thirty (30) days after the close of each of the first three Fiscal Quarters calendar month of each Fiscal Year
(i) Year a consolidated balance sheet and a consolidating balance sheet for the Borrowers and their Subsidiaries at the close of such Fiscal Quarter month, and consolidated and consolidating statements of operations, of income retained earnings, and of cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such month, of the Borrowers and their Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and with comparable information set forth in the Projections for the relevant period), certified by the Senior Financial Officer of the Borrowers’ Representative, together with (x) a description of projected business prospects (including Consolidated Capital Expenditures), and (y) an explanation of any variation greater than five percent (5%) from the Projections as updated in accordance with clause (f) of this Section 6.1.1; and
(c) within thirty (30) days after the close of each Fiscal Month and forty-five (45) days after the close of each Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
Month or Fiscal Quarter and a brief report containing management’s discussion and analysis of the financial condition and results of operations of the Borrowers and their Subsidiaries (iiitogether with a report from management of the Borrowers containing management’s discussion and analysis of any changes compared to prior results and the Projections as updated in accordance with clause (f) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarterof this Section 6.1.1);
(cd) promptly upon receipt thereof and upon request of as soon as available, but in any event, not later than fifteen (15) days after Holdings’ audit committee has reviewed the Administrative Agent or any Lendersame, copies of all final detailed financial and management letters reports submitted to the Borrower Borrowers by their independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new SubsidiaryBorrowers and their Subsidiaries;
(e) promptly when available and in any event within ten (10) days after the end of publicationeach Fiscal Year of the Borrowers, (i) a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party and containing such additional information as the Agent or any Lender may reasonably request, and (ii) written evidence of payment of all material filings premiums with the SECrespect to each policy of such insurance;
(f) within 45 days after the close when approved by Holdings’ board of directors but no later than January 31 of each Fiscal QuarterYear of the Borrowers, updates to the Projections containing projected balance sheets, statements of operations and changes in cash flows of the Borrowers and their Subsidiaries prepared on a consolidated basis for such Fiscal Year and each of the three (3) Fiscal Years (but in no event beyond the end of Fiscal Year 2008) thereafter, prepared on a monthly basis for the upcoming Fiscal Year and on an Applicable Margin Determination Ratio Certificate; andannual basis for such Fiscal Years thereafter, together with (A) supporting details and a statement of underlying assumptions, (B) a report from management of the Borrowers containing management’s discussion and analysis of the projected financial condition and results of operations of the Borrowers’ and their Subsidiaries, (C) projected trends of business and (D) a detailed schedule of Capital Lease Obligations and outstanding Indebtedness;
(g) promptly after approval by the Borrowers’ boards of directors (or comparable body), any updates or revisions to any business plan described in the preceding clause (f) of this Section 6.1.1;
(h) promptly upon the sending or filing thereof, copies of all reports that any Borrower or any of its Subsidiaries sends to its security holders generally, and copies of all reports and registration statements that any Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange;
(i) on or before the twentieth (20th) day of each calendar month (or more frequently as Agent may require), a completed Borrowing Base Certificate accurate as of the last day of the immediately preceding calendar month together with all supporting schedules including but not limited to accounts receivable agings, schedule of cross-aging, schedule of credits, schedule of contra accounts, schedule detailing any other ineligible accounts, reconciliation of accounts receivable aging to general ledger, schedule of type, dollar value and location of inventory, reconciliation of perpetual inventory to general ledger, including general ledger trial balance, and listing of supporting documentation for all inventory reserves;
(j) on or before the fifteenth (15th) day of each calendar month, an accounts payable aging certified by a Senior Financial Officer of the Borrowers to be true, correct and complete;
(k) upon request from Agent, made at any time hereafter and, in any event, with the last borrowing Base Certificate delivered in each Fiscal Year, a current Account Debtor name and address list;
(l) such other information with respect to the financial condition, business, property, assets, revenues and operations of the each Borrower and Subsidiaries or any Subsidiary as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Unless filed on SEDAR (and provided that (i) the documents filed thereon would satisfy any reporting or similar requirements under Applicable Law applying to a Lender and (ii) the Facility Agent has been notified by the Borrower each time any document has been filed on SEDAR) the Borrower will furnish, or will cause to be furnished, to the Administrative Facility Agent and one copy of each Lender copies of the following financial statements, reports and information:
(a) promptly when available available, and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) a , the consolidated balance sheet of the Borrower and its subsidiaries at the close of such Fiscal Year, and the related consolidated audited financial statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified subsidiaries with comparable information at the close of and for the prior Fiscal Year, and reported on without Impermissible Qualification by independent public accountants Deloitte & Touche LLP or other auditors of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Yearrecognised international standing;
(b) promptly when available available, and in any event within 45 forty five (45) days after the close of each of the first three (3) Fiscal Quarters of each Fiscal Year
(i) a , the consolidated balance sheet of the Borrower and its subsidiaries at the close of such Fiscal Quarter, the related consolidated unaudited financial statements of the Borrower and its subsidiaries, in each case for such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, Quarter (with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding period during such prior Fiscal Year) and certified by an accounting or financial Authorised Representative of the Borrower as being a true and its Consolidated Subsidiaries certified by complete copy thereof;
(c) within (i) forty five (45) days after the chief accounting or financial Authorized Officer close of each of the Borrower,
first three (3) Fiscal Quarters in any Fiscal Year and (ii) ninety (90) days after the close of the final Fiscal Quarter in any Fiscal Year, a Compliance Certificate calculated as of the close last day of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(cd) promptly upon receipt thereof as soon as possible and upon request of the Administrative Agent or in any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books event within three (3) Business Days after an Authorised Representative of the Borrower or any Subsidiary;
actually becomes aware of (dor, having made such enquiry which a reasonably prudent Person in the position of such Authorised Representative should be making, should have become aware of) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition occurrence of any new SubsidiaryDefault, a statement of the chief financial Authorised Representative of the Borrower setting forth details of such Default and the action which has been taken, and which it is proposed be taken, with respect thereto;
(e) promptly when available as soon as possible (and in any event within ten days three (3) Business Days) after any Authorised Representative of publicationthe Borrower actually becomes aware of (or, all material filings with having made such enquiry which a reasonably prudent Person in the SECposition of such Authorised Representative should be making, would become aware of) of any event or circumstance which would reasonably be expected to have a Materially Adverse Effect, notice of such event or circumstance describing the same in reasonable detail;
(f) promptly upon the making thereof, copies of each communication from the Borrower to its shareholders or creditors generally, which, in any such case, relate to or describe any material matter in connection with the business, operations, assets, financial condition or prospects of any Yamana Group Companies;
(g) within 45 forty five (45) days after each Quarterly Calculation Date, statements in reasonable detail of the amounts of metal produced and sold by each Guarantor during the Quarter ending on such Quarterly Calculation Date and of the average realised price in connection with such sales; and
(h) within forty five (45) days of the close of each Fiscal QuarterYear, an Applicable Margin Determination Ratio Certificate; and
(g) such other information with respect to the financial condition, business, property, assets, revenues and operations statements in reasonable detail of the Borrower metal reserves and Subsidiaries as resources defined in accordance with Canadian National Instrument 43-101 owned by the Administrative Agent or any Lender may from time to time reasonably requestYamana Group Companies.
Appears in 1 contract
Samples: Loan Agreement (Yamana Gold Inc)
Financial Information, etc. The Borrower It will furnishmaintain, and cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. TAG will deliver or will cause to be furnished, make available to the Administrative Agent and each Lender copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated balance sheet and a consolidating balance sheet for TAG and its Subsidiaries at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, retained earnings, and (in the case of shareholders' equity and of the consolidated financials only) cash flows for such Fiscal Year, of the Borrower TAG and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants (with (in the case of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(iiconsolidated financials only) a Compliance Certificate calculated as of comparable information at the close of such and for the prior Fiscal Year,
Year beginning with the Fiscal Year ending December 31, 2006 and for the Projections) certified (iiiin the case of consolidated statements) a projected without qualification by Singer Lewak Greenbaum & Goldstein LLP or other independent public accountaxxx xxxxonablx xxxxxxactory to the Administrative Agent, which statements shall be delivered together with TAG management's discussion and analysis of financial statement condition and results of the Borrower operation of TAG and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal YearSubsidiaries;
(b) promptly when available and in any event within 45 ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the first three computation date at the close of such Fiscal Quarters Year, together with such supplements to the schedules to the Perfection Certificate as are necessary to accurately reflect the information to be included on each such Schedule as of the end of each Fiscal Year;
(c) promptly when available and in any event within forty-five (45) days after the close of each calendar month of each Fiscal Year a consolidated balance sheet for TAG and its Subsidiaries at the close of such month and consolidated statements of operations and retained earnings and, starting with the reporting for the month of October 2006, cash flows, for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such month, of TAG and its Subsidiaries (with comparable information at the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year and, starting with the reporting for the month of January 2007, with comparable information set forth in the Projections for the relevant period), certified by TAG's chief financial officer, PROVIDED that for the month of January, TAG shall have seventy (70) days after the close of the month to provide the information required by this SECTION 6.1.1(C); PROVIDED FURTHER, that for the consolidated statement of cash flows, TAG shall provide comparable information for prior fiscal periods beginning in October 2007.
(d) within forty-five (45) days after the close of each Fiscal Quarter, (i) a Compliance Certificate calculated as of the close of such Fiscal Quarter and a brief report containing management's discussion and analysis of the financial condition and results of operations of TAG and its Subsidiaries (together with a report from TAG's management containing management's discussion and analysis of any changes compared to prior results and the Projections as updated in accordance with SECTION 6.1.1(G)), starting with the reporting for the quarter ended September 30, 2006, together with (x) a description of projected business prospects (including projected Consolidated Capital Expenditures), and (y) an explanation of any variation in the income statement and balance sheet items greater than ten percent (10%) from the Projections as updated in accordance with SECTION 6.1.1(G); and (ii) a consolidated balance sheet for TAG and its Subsidiaries at the close of such Fiscal Quarter and consolidated statements of operationsoperations and retained earnings and cash flows, of income for such Fiscal Quarter and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower TAG and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower,
(ii) a Compliance Certificate calculated as of with comparable information at the close of and for the corresponding Fiscal Quarter of the prior Fiscal Year and for the corresponding portion of such prior Fiscal QuarterYear and with comparable information set forth in the Projections for the relevant period), andcertified by TAG's chief financial officer.
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter;
(ce) promptly upon receipt thereof and upon request of the Administrative Agent or any Lenderthereof, copies of all detailed financial and management letters reports submitted to the any Borrower or any other Credit Party by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the any Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when available and in any event within ten days of publication, all material filings with the SECother Credit Party;
(f) within 45 ten (10) days after the close end of each Fiscal QuarterYear, (i) a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Credit Party and containing such additional information as any Agent or any Lender may reasonably request, and (ii) written evidence of payment of all premiums with respect to each policy of such insurance;
(g) within ten (10) days prior to the end of each Fiscal Year, updates to the Projections containing projected balance sheets, statements of operations and changes in cash flows of TAG and its Subsidiaries prepared on a consolidated basis for such Fiscal Year and each Fiscal Year thereafter (but in no event beyond the end of Fiscal Year 2010), prepared on an Applicable Margin Determination Ratio Certificateannual basis for the Fiscal Years thereafter, together with (A) supporting details and a statement of underlying assumptions, (B) projected trends of business and (C) a detailed schedule of Capitalized Lease Liabilities and outstanding Indebtedness;
(h) promptly after approval by TAG's Board of Directors, any material updates or revisions to any business plan described in SECTION 6.1.1(G);
(i) promptly upon the sending or filing thereof, copies of
(1) all reports that any Borrower or any other Credit Party sends to its security holders generally, (2) any notice that any Borrower or any other Credit Party sends under any of the Revolver Loan Documents, and (3) all reports and registration statements that any Borrower or any other Credit Party files with the Securities and Exchange Commission or any national securities exchange;
(j) promptly upon the delivery thereof under the Revolver Credit Agreement, a copy of any and all notices, reports, certificates and other information, including the Inventory Designation Certificate and the Financial Condition Certificate delivered under the Revolver Credit Agreement, together with all supporting schedules delivered in connection there with, PROVIDED that failure to deliver such copies will not constitute a Default under this Agreement;
(k) notice that the lenders under the Revolver Credit Agreement have refused to fund a borrowing request made by any Credit Party in accordance with the terms and conditions of the Revolver Credit Agreement (other than where such refusal is based on insufficient availability under the terms of the Revolver Credit Agreement); and
(gl) such other information with respect to the financial condition, business, property, assets, revenues revenues, operations and operations prospects of the Borrower Credit Party and Subsidiaries any other Credit Party as the Administrative any Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender and to the Agent copies of the following financial statements, reports and information:
(a) promptly when available and in any event within 90 ninety (90) days after the close of each Fiscal Year
(i) , a consolidated balance sheet and a consolidating balance sheet for the Parent Guarantor and its Subsidiaries at the close of such Fiscal Year, and related consolidated and consolidating statements of operations, of shareholders' equity retained earnings, and of cash flows for such Fiscal Year, of the Borrower Parent Guarantor and its Consolidated Subsidiaries (with comparable information as of the close of and for the prior Fiscal Year beginning with the Fiscal Year ending December 31, 2011) in each case certified (in the case of consolidated statements) without Impermissible Qualification qualification by independent public accountants satisfactory to the Agent, which statements shall be delivered together with a report from management of recognized standing selected by the Borrower containing a description of projected business prospects (including capital expenditures) and reasonably acceptable to management’s discussion and analysis of financial condition and results of operation of the Required Lenders,Parent Guarantor and its Subsidiaries; and
(iib) promptly when available and in any event within ninety (90) days after the close of each Fiscal Year, a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(bc) promptly when available and in any event within 45 forty-five (45) days after the close of each of the first three Fiscal Quarters calendar month of each Fiscal Year
(i) a Year an internally prepared consolidated and consolidating balance sheet at for the Parent Guarantor and its Subsidiaries as of the close of such Fiscal Quarter month, and internally prepared consolidated and consolidating statements of operations, of income retained earnings, and of cash flows for such month and for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quartermonth, of the Borrower Parent Guarantor and its Consolidated Subsidiaries (with comparable information as of the close of and for the corresponding month of the prior Fiscal Year and for the corresponding portion of such prior Fiscal Year, beginning with the Fiscal Year ending December 31, 2011), certified by the chief accounting or financial Authorized Officer of the Borrower,;
(iid) within sixty (60) days after the close of each Fiscal Quarter, a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
Quarter and a brief report containing management’s discussion and analysis of the financial condition and results of operations of the Parent Guarantor and its Subsidiaries (iii) the together with a report filed by from management of the Borrower containing management’s discussion and analysis of any changes compared to prior results and the Projections as updated in accordance with the SEC on Form 10-Q for each such Fiscal Quarterclause (i) of this Section 6.1.1);
(ce) promptly upon receipt thereof and upon request of by the Administrative Agent or any Lenderfrom time to time, copies of all detailed financial and management letters reports submitted to the Borrower Parent Guarantor or any of its Subsidiaries by its independent public accountants in connection with each annual or interim audit made by such independent public accountants of the books of the Borrower Parent Guarantor or any Subsidiary;
(df) promptly upon within ten (10) days after the incorporation end of each Fiscal Year of the Borrower, (i) a report summarizing the insurance coverage (specifying type, amount and carrier) in effect for each Loan Party, containing such additional information as the Agent or acquisition thereofany Lender may reasonably request and including a statement that such insurance is in full force and effect and in compliance with Schedule 4.1.16, information regarding the creation or acquisition and (ii) written evidence of any new Subsidiarypayment of all premiums with respect to each policy of such insurance;
(eg) within ten (10) days after the execution thereof, a copy of each Major Project Document (including any Replacement Contract which constitutes a Major Project Document) which is executed after the Closing Date, certified by an Authorized Officer of the Borrower to be true, correct and complete, and, if requested by the Agent, within thirty (30) days following such request (or such longer period as the Agent may agree in its sole discretion), a Project Party Consent with respect to such Major Project Document executed by each Project Party which is a party thereto, in form and substance satisfactory to the Agent; Schedule 5.21 shall be deemed to be amended to include each such additional Major Project Document as of the date of execution thereof;
(h) within ten (10) days after the execution thereof, a list of all other Project Documents, including without limitation, all Contribution Documents, which are executed after the Closing Date, and if requested by the Agent, copies of such Project Documents, in each case, certified by an Authorized Officer of the Borrower as being true, correct and complete;
(i) within ten (10) days after the end of each month prior to the Project Construction Completion Date, a Monthly Progress Report;
(j) quarterly during the period occurring prior to the Project Construction Completion Date, a report of the Independent Engineer containing a review of the Construction Budget and the Construction Budget, together with forecasts of operating expenses and capital expenditures;
(k) within sixty (60) days after the end of each Fiscal Year of the Borrower, updates to the Projections containing projected balance sheets, statements of operations and changes in cash flows of the Parent Guarantor and its Subsidiaries prepared on a consolidated basis for the current Fiscal Year and each of the Fiscal Years thereafter through the end of Fiscal Year 2018, prepared on a monthly basis for the upcoming Fiscal Year and on an annual basis for such Fiscal Years thereafter, together with (A) supporting details and a statement of underlying assumptions, (B) a report from management of the Borrower containing management’s discussion and analysis of the projected financial condition and results of operations of the Parent Guarantor and its Subsidiaries, (C) projected trends of business and (D) a detailed schedule of Capitalized Lease Liabilities and outstanding Indebtedness;
(l) promptly after approval by the Parent Guarantor’s manager, any material updates or revisions to any business plan described in the preceding clause (j) of this Section 6.1.1;
(m) after the Project Construction Completion Date, promptly when available and in any event within ten by the close of business on the first and fifteenth days of publicationeach month (or if any such day is not a Business Day, the immediately succeeding Business Day), a completed Borrowing Base Certificate accurate as of the immediately preceding Business Day, and upon request of the Agent, all material filings with the SECsupporting schedules including but not limited to accounts receivable agings, schedule of cross-aging, schedule of credits past original due date, schedule of contra accounts, schedule detailing any other ineligible accounts, reconciliation of accounts receivable aging to general ledger, reconciliation of perpetual inventory to general ledger, including general ledger trial balance, and listing of supporting documentation for all inventory reserves;
(fn) promptly following receipt thereof by the Borrower, copies of (i) any notice received with respect to any Major Project Document, (ii) all additional Necessary Project Approvals which have been obtained with respect to the Project Expansion, and (iii) all proposed or issued Change Orders (and all recommendations with respect thereto from the General Contractor or the Independent Engineer);
(o) not later than the date the first financial statements required under this Section 6.1.1 are required to be delivered, and promptly thereafter following any change in its independent public accountants from time to time, the Agent shall have received satisfactory evidence that the Borrower has delivered a letter to its independent public accountants authorizing such public accountants to discuss the Parent Guarantor’s and its Subsidiaries’ financial matters with the Agent and each Lender or any of their representatives so long as a representative of the Borrower has been given the opportunity to be present at any such discussion;
(p) promptly (and in any event within 45 days after three (3) Business Days) following receipt by the close Borrower of information with respect to any Loss or Event of Abandonment, or the commencement or threat of a condemnation action, a copy of any notice or other information received by the Borrower with respect to the occurrence thereof, together with such other information and details as the Agent, the Insurance Consultant or the Independent Engineer may request;
(q) promptly (and in any event within three (3) Business Days) following the occurrence of a Cost Overrun or of the occurrence of any event that could reasonably be expected to result in a Cost Overrun, copies of all reports and other information giving details of such Cost Overrun or event;
(r) on or before the Project Construction Completion Date, copies of all Sales and Marketing Contracts, in each Fiscal Quartercase, certified by an Applicable Margin Determination Ratio CertificateAuthorized Officer of the Borrower as being true, correct and complete; and
(gs) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower Parent Guarantor and any of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
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Financial Information, etc. The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender Lender, copies of the following financial statements, reports reports, notices and other information:
(a) promptly when as soon as available and in any event within 90 thirty (30) days after the close end of each Fiscal Year
(i) a Period, Consolidated balance sheet at sheets of the close Parent and its Subsidiaries as of the end of such Fiscal Year, Period and Consolidated statements of operations, income and cash flow of shareholders' equity the Parent and of cash flows its Subsidiaries for such Fiscal Year, of the Borrower Period and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Year,
(iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and
(iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year;
(b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year
(i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close end of the previous Fiscal Year and ending with the close end of such Fiscal QuarterPeriod, of the Borrower and its Consolidated Subsidiaries in each case certified by the chief accounting financial officer or financial Authorized Officer treasurer of the Borrower,
(ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and
(iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal QuarterParent;
(cb) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary;
(d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary;
(e) promptly when as soon as available and in any event within ten one hundred twenty (120) days after the end of publicationeach Fiscal Year of the Parent, all material filings a copy of the annual audit report for such Fiscal Year for the Parent and its Subsidiaries, including therein consolidated balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Year and consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Year certified, in the case of each consolidated balance sheet and consolidated statement of income and cash flow, without any Impermissible Qualification, in a manner reasonably acceptable to the Lender by independent public accountants of nationally recognized standing, together with a certificate from such accountants containing a computation of, and showing compliance with, each of the financial ratios and restrictions contained in Sections 7.3, 7.15, 7.16, 7.17 and 7.18, and to the effect that, in making the examination necessary for the signing of such annual report by such accountants, they have not become aware of any Default or Event of Default that has occurred and is continuing, or, if they have become aware of such Default or Event of Default, describing such Default or Event of Default and the steps, if any, being taken to cure it;
(c) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such Fiscal Quarter and Consolidated statements of income and cash flow of the Parent and its Subsidiaries for such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the SECend of such Fiscal Quarter, in each case certified by the chief financial officer or treasurer of the Parent;
(d) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter (including the last Fiscal Quarter of each Fiscal Year), a certificate in form and substance acceptable to Lender ("Compliance Certificate"), executed by the chief financial officer or treasurer of the Borrower, showing (in reasonable detail and with appropriate calculations and computations in all respects reasonably satisfactory to the Lender) compliance (or noncompliance) with the covenants set forth in Sections 7.3, 7.15, 7.16, 7.17 and 7.18;
(e) as soon as available and in any event within forty-five (45) days after the end of each Fiscal Quarter, a statement of income and cash flow for each Restaurant for such Fiscal Quarter, in each case certified by the chief financial officer or treasurer of the Borrower;
(f) as soon as possible and in any event within 45 days three (3) Business Days after the close occurrence of each Fiscal QuarterDefault, an Applicable Margin Determination Ratio Certificate; anda statement of the chief financial officer or treasurer of the Borrower setting forth details of such Default and the action which the Borrower has taken and proposes to take with respect thereto;
(g) as soon as possible and in any event within three (3) Business Days after (x) the occurrence of any material adverse development with respect to any litigation, action, proceeding, or labor controversy described in Section 8.5 or (y) the commencement of any labor controversy, litigation, action or proceeding of the type described in Section 8.5, notice thereof and copies of all documentation relating thereto;
(h) promptly after the sending or filing thereof, copies of all reports which the Parent, Borrower or any of its Subsidiaries sends to its security holders generally and (i) all reports and registration statements which the Parent, Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange and (ii) copies of all notices and documents sent to any holder of Indebtedness for borrowed money owing by the Parent, Borrower or any of its Subsidiaries (other than routine notices sent in the ordinary course of business such as borrowing requests, conversion notices and the like);
(i) immediately upon becoming aware of the institution of any steps by the Borrower or any other Person to terminate any Plan, or the failure to make a required contribution to any Plan if such failure is sufficient to give rise to a Lien under Section 302(f) of ERISA, or the taking of any action with respect to a Plan which could result in the requirement that the Borrower furnish a bond or other security to the PBGC or such Plan, or the occurrence of any event with respect to any Plan which could result in the incurrence by the Borrower of any material liability, fine or penalty, or any material increase in the contingent liability of the Borrower with respect to any post-retirement welfare plan benefit, notice thereof and copies of all documentation relating thereto;
(j) as soon as reasonably practicable after the Borrower obtains knowledge of any treatment, storage, processing, discharge, spill or other disposition by the Borrower or any Subsidiary of the Borrower of any substance defined as Hazardous Materials, at any Facility in violation of any applicable Environmental Law; the making of a claim or demand against the Borrower or any Subsidiary of the Borrower based on alleged damage to health caused by any Hazardous Materials; or any charge brought by any Governmental Body accusing the Borrower or any Subsidiary of the Borrower with improperly using, handling, storing discharging or disposing of any such Hazardous Materials or with causing or permitting any pollution of any body of water; in any such case which has a reasonable possibility of giving rise to a Material Adverse Effect, the Borrower will inform the Lender, of the nature of such violation, claim, demand or charge and will provide such additional information as may be reasonably requested by the Lender;
(k) as soon as available, a calendar identifying each Fiscal Period of each Fiscal Year;
(l) as soon as possible and in any event within three (3) Business Days after Borrower distributes funds to Parent to cover expenses incurred in connection with a Qualified IPO, a written summary of the nature and amount of such expenses;
(m) such other information with respect to respecting the condition or operations, financial conditionor otherwise, businessincluding, propertywithout limitation, assetsconsolidating financial information, revenues and operations of the Parent, Borrower and Subsidiaries or any of the Borrower's Subsidiaries, as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
