Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation: (i) within forty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower; (ii) within seventy-five (75) days after the end of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrower; (iii) within fifteen (15) days of the end of each Quarter, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agent; and (iv) within fifteen (15) days of filing with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;
Appears in 2 contracts
Samples: Loan Agreement (Rti Surgical, Inc.), Loan Agreement (RTI Biologics, Inc.)
Financial Statements and Collateral Reports. Such dataBorrower shall, and shall cause its Subsidiaries to, keep current and accurate books of records and accounts in which full and correct entries will be made of all of its business transactions, and will reflect in its financial statements adequate accruals and appropriations to reserves. NimbleGen shall keep its books of records and accounts and reflect such accruals and reserves and prepare and deliver all consolidated financial statements, in each case in accordance with GAAP, consistently applied. Borrower shall, and shall cause its Subsidiaries to, furnish to Lender the following financial information and reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(ia) within forty twenty-five (4025) days after the end of each Quartercalendar month, the (i) its consolidated balance sheet and consolidating (if applicable) income related statements of operations and cash flow statements flows as of the end of and for such month and the then elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by its chief financial officer as presenting fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries for on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments, (ii) internally prepared monthly financial statements and a sales and collections report and accounts receivable and accounts payable aging schedules on a form acceptable to Lender, which shall include, but not be limited to, a report of sales, credits issued, and collections received and any right of set-off, counterclaim or other defense that exists against such Quarter sums, (iii) a Borrowing Base Certificate, (iv) an update to the itemized list of Collateral located in Iceland as filed in Iceland to perfect Lender’s security interest in such Collateral showing any additions to the information contained therein since such update was last provided, and for (v) documentary evidence from the expired portion depository bank showing the account balances in each of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of BorrowerIcelandic Accounts;
(iib) within seventy-five ninety (7590) days after the end of each fiscal year Fiscal Year of Borrower, the (i) its audited consolidated balance sheet and consolidating (if applicable) income related statements of operations, shareholders’ equity and cash flow statements flows as of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of and for such fiscal year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, all reported on by independent public accountants of recognized national standing approved by Lender in its reasonable discretion (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP and (ii) an update to its Information Certificate to reflect any changes to the information contained therein;
(c) annual projections, profit and loss statements, balance sheets, and cash flow reports (prepared on a monthly basis) for the succeeding Fiscal Year within sixty (60) days after the end of each of Borrower’s Fiscal Years;
(d) promptly upon receipt thereof, copies of any reports submitted to Borrower by the independent accountants in connection with any interim audit of the books of Borrower and copies of each management control letter provided to Borrower by independent accountants;
(e) as soon as available, copies of all financial statements and notices provided by Borrower, or any Subsidiary of Borrower, to its equity holders;
(f) within 15 days of the end of every calendar month, evidence satisfactory to Lender that all federal, state and foreign taxes, including, without limitation payroll taxes, that are due have been paid in full;
(g) such additional information, reports or statements regarding Borrower, or any Subsidiary of Borrower, as Lender may from time to time reasonably request; and With respect to clauses (a) and (b) above, with respect to each report required under this Section 5.1, a certificate of Borrower’s chief financial officer, in form and substance reasonably acceptable to Lender, certifying that the information delivered is true, complete and correct in all respects and, after due inquiry by the chief financial officer, that there exists no fact, event or circumstance that constitutes a Default. Such certificate shall set forth the information (including detailed calculations) required to establish whether Borrower is in compliance with the requirements of this Agreement, including the financial covenants set forth on Exhibit A, as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate financial statements then being furnished and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 providing backup calculations and 5.13, together with copies of any management letters provided by such accountants to management of Borrower;
(iii) within fifteen (15) days of the end of each Quarter, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports information as Administrative Agent Lender shall reasonably deems deem necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agent; and
(iv) within fifteen (15) days of filing with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;.
Appears in 2 contracts
Samples: Loan and Security Agreement (Nimblegen Systems Inc), Loan and Security Agreement (Nimblegen Systems Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event, within forty one hundred and fifty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75150) days after the end of each fiscal year of BorrowerBORROWERS, the consolidated and consolidating (if applicable) income and cash flow deliver financial statements of Borrower and its Subsidiaries BORROWERS for such year, and year which present fairly BORROWERS' financial condition including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries BORROWERS as at the end of such fiscal year, an income statement and a statement of cash flows for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by BORROWERS and reasonably satisfactory to Administrative AgentLENDER, and unqualifiedly certified to have been prepared in accordance with GAAP;
(ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter, deliver to LENDER BORROWERS' internally prepared quarterly consolidated and such independent public accountants shall also unqualifiedly certify that in making consolidating financial statements along with year to date information, including balance sheet, income statement and statements of cash flows with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen promptly upon request, deliver such other information concerning BORROWERS as LENDER may from time to time request, including Medicare and Medicaid cost reports and audits, annual reports, security law filings and reports to any security holders;
(15iv) not more than (60) days of after the end commencement of each Quarterfiscal year deliver to LENDER final annual consolidated and consolidating projections for BORROWERS, Borrower’s accounts receivable aging reportincluding balance sheets, accounts payable aging report, inventory reports income statements and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correctstatements of cash flows, all in form prepared on a monthly basis;
(v) at least thirty (30) days prior to the beginning of each fiscal year commencing with fiscal year beginning October 1, 2005 deliver to LENDER preliminary fiscal year annual consolidated and substance reasonably satisfactory to Administrative Agentconsolidating projections for BORROWERS, including balance sheets, income statements and statements of cash flows, all prepared on a monthly basis; and
(ivvi) within fifteen and such other data, reports, statements and information (15) days of filing with the applicable Government Authorityfinancial or otherwise), Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;as LENDER may reasonably request.
Appears in 1 contract
Financial Statements and Collateral Reports. Such such data, reports, statements and information, financial or otherwise, as Lender Agent may reasonably request, including, without limitation:
(i) a Borrowing Base Certificate on a weekly basis (or such more frequent basis as Agent may request if either (x) an Event of Default is outstanding or (y) Excess Borrowing Availability is less than 10% of the Maximum Loan Amount);
(ii) within forty forty-five (4045) days after the end of each Quartercalendar quarter in each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and earnings, cash flow statements and retained earnings statement of Borrower and its Subsidiaries each Consolidated Entity for such Quarter quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries each other Consolidated Entity as at the end of such Quarterquarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods period of the previous fiscal year, all in reasonable detail and certified by Borrower’s the chief executive financial officer or president of Borrower to have been prepared from the books and records of Borrower;
(iiiii) within seventy-five ninety (7590) days after the end of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and earnings, cash flow and retained earnings statements of Borrower and its Subsidiaries each Consolidated Entity for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries each Consolidated Entity as at the end of such fiscal year and a statement of cash flows for such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited and certified, without qualification, by an independent public accounting firm acceptable accountants of recognized standing, selected by Borrower and reasonably satisfactory to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify certify, without qualification, that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes a Default or an Event of Default under Sections 5.12 and 5.13(or that such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of Borrower;; and
(iiiiv) within fifteen (15) days of the end of each Quartercalendar month, Borrower’s an accounts receivable aging report, accounts payable aging report, inventory reports certificates, and account status reports, for Borrower and each other Obligor, a profit and loss statement for Borrower and each Consolidated Entity, and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial to Borrower and/or any Consolidated Ent officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agent; and
(iv) within fifteen (15) days of filing with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, Borrower will furnish to Lender the following financial information and reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(ia) if the Credit Facilities including a revolving credit loan, a collections report and accounts receivable aging schedule on a form acceptable to Lender within forty forty-five (4045) days after the end of each Quartercalendar month or, the consolidated and consolidating if earlier, within fifteen (if applicable15) income and cash flow statements days of Borrower and its Subsidiaries for such Quarter and for the expired portion Lender’s request, which shall include, but not be limited to, a report of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrowercollections received;
(iib) upon request of Lender, payables aging schedules within seventyforty-five (7545) days after the end of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowercalendar month;
(iiic) within fifteen forty-five (1545) days of the end of each Quartercalendar month, Borrower’s accounts receivable aging report(i) internally prepared monthly financial statements for Borrower (including income statements, accounts payable aging reportbalance sheets and operating cash flow statements for each Location showing actual sources and uses of cash during the preceding month and fiscal year-to-date, inventory each in comparison to the same month and year-to-date for the prior fiscal year), accompanied by management analysis and actual vs. budget variance reports for each Location, and (ii) if the Borrower operates any Locations which are residence facilities, a census report detailing the number of beds at the applicable Location which are occupied and paying applicable Medicare, Medicaid or commercial insurer reimbursable rates for each day during the preceding month, with such other reports additional detail and information as Administrative Agent reasonably deems necessaryLender shall request;
(d) within forty-five (45) days of the end of each calendar quarter, certified each of the statements and information described in the preceding section, prepared separate for both Borrower and Guarantor;
(e) reserved;
(f) reserved;
(g) to the extent prepared by Borrower’s chief financial officer as true , annual projections, profit and correctloss statements, all in form balance sheets, and substance reasonably satisfactory to Administrative Agent; and
(iv) within cash flow reports for each fiscal year, fifteen (15) days after preparation of filing with such projections or statements, but in no event later than January 31 st of the applicable Government Authoritysame fiscal year;
(h) internally prepared annual financial statements for Borrower within sixty (60) days after the end of each of Borrower’s fiscal years;
(i) annual audited financial statements for Borrower prepared by a firm of independent public accountants satisfactory to Lender, Borrower shall furnishwithin one hundred thirty-five (135) days after the end of each of Borrower’s fiscal years;
(j) promptly upon receipt thereof, or shall cause to be furnished, to Administrative Agent copies of any reports submitted to Borrower by the annual independent accountants in connection with any interim audit of the books of Borrower and copies of each management control letter provided to Borrower by independent accountants;
(k) promptly upon request by Lender, evidence satisfactory to Lender that all federal and state income tax returns taxes, including, without limitation payroll taxes, that are due have been paid in full;
(1) promptly upon request by Lender, copies of Borrower for the immediately preceding yearall cost reports filed with Medicare or Medicaid;
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available, but no later than ninety (90) days after the last day of EBI’s fiscal year or within forty five (405) Business Days of filing of the same with the SEC, audited consolidated financial statements covering the consolidated operations of EBI and its consolidated Subsidiaries for such fiscal year, prepared under GAAP, consistently applied, together with an Unqualified Opinion on the financial statements;
(ii) as soon as available, but in any event within forty-five (45) days after the end of the first three fiscal quarters of the fiscal year, EBI’s internally prepared quarterly consolidated and consolidating financial statements, along with year-to-date information, including a balance sheet and income statement with respect to the periods measured;
(iii) as soon as available, but in any event within thirty (30) days after the end of each Quartermonth, the EBI’s internally prepared monthly consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending financial statements, along with the end of such monthyear-to-date information, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) including a balance sheet of Borrower and its Subsidiaries as at income statement with respect to the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrowermeasured;
(iiiv) within seventy-five (75) days after the end of each fiscal year of Borrowerpromptly upon request, the consolidated such other information concerning Borrower as Lender may from time to time request including Medicare and consolidating (if applicable) income Medicaid cost reports and cash flow statements of Borrower audits, annual reports, security law filings and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable reports to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowersecurity holders;
(iiiv) within fifteen five (155) days Business Days of delivery, copies of all non-ministerial statements, reports and notices made available to Borrower’s security holders or holders of Subordinated Debt (other than materials provided to members of Xxxxxxxx’s board of directors solely in their capacities as security holder or holders of Subordinated Debt), provided such statements, reports and notices are not otherwise specifically noted as subject to attorney-client privilege or relate to the refinancing of Indebtedness;
(vi) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) Business Days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC;
(vii) promptly, but in any event within ten (10) Business Days after any Loan Party has knowledge of the end following notice (i) of each Quarterinfringements of any Intellectual Property material to such Loan Party’s business, Borrowerand (ii) that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) material to its business may become abandoned or dedicated or if any adverse determination or development occurs (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court, , but excluding any correspondence from the United States Patent and Trademark Office or the United States Copyright Office issued in the process of applying for registration of such Intellectual Property) regarding such Loan Party’s accounts receivable aging reportownership of any Intellectual Property material to its business, accounts payable aging reportor its right to register the same or to keep and maintain the same;
(viii) on the last Business Day of every month, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably evidence satisfactory to Administrative AgentLender that all federal and state taxes, including, without limitation, payroll taxes, that are due have been paid in full, including without limitation copies of the most recently filed Form 941 for each Borrower together with evidence of such payment; and
(ivix) within fifteen such other data, reports, statements and information (15financial or otherwise), as Lender may reasonably request. Notwithstanding the generality of the foregoing, documents required to be delivered pursuant to this Section 6.07(a)(i) days of filing (to the extent any such documents are included in materials otherwise filed with the applicable Government AuthoritySEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which EBI posts such documents, or provides a link thereto, provided that Borrower shall furnish, promptly notify (which may be by facsimile or shall cause to be furnished, to Administrative Agent copies electronic mail) Lender of the annual federal and state income tax returns posting of Borrower for the immediately preceding year;any such documents.
Appears in 1 contract
Samples: Credit Agreement (Enzo Biochem Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Borrower will furnish to Lender may reasonably request, including, without limitation:
(i) with a request for the first Accounts Receivable Advance and during any period that any Accounts Receivable Advance remains outstanding, a sales and collections report and accounts receivable aging schedule for each Accounts Receivable Borrower on a form acceptable to Lender within forty thirty (4030) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such calendar month, setting forth in comparative form the corresponding figures for the corresponding periods which shall include, but not be limited to, a report of the previous fiscal yearsales, credits issued, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
collections received; (ii) with a request for the first Accounts Receivable Advance and during any period that any Accounts Receivable Advance remains outstanding, for each Accounts Receivable Borrower, payable aging schedules within seventy-five thirty (7530) days after the end of each fiscal year calendar month; (iii) internally prepared monthly financial statements for Borrower with respect to each Facility and each Property, certified by the chief financial officer of Borrower, the consolidated and consolidating within (if applicableA) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating 45 thirty (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrower;
(iii) within fifteen (1530) days of the end of each Quartermonth, Borrower’s accounts receivable aging reportand (B) within forty-five (45) days of the end of each fiscal quarter, accounts payable aging report, inventory accompanied by management analysis and actual vs. budget variance reports for the home division of Borrower and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all its Affiliates in form and substance reasonably satisfactory to Administrative Agenttotal; and
(iv) to the extent prepared by Borrower, annual budgets, profit and loss statements, balance sheets, and cash flow reports (prepared on a monthly basis) for the succeeding fiscal year within fifteen thirty (1530) days before the end of filing with each of Borrower's fiscal years (which may be in draft form if the applicable Government Authority, final form is not yet available); (v) annual internally prepared financial statements for Borrower shall furnishwithin sixty (60) days after the end of each of Borrower's fiscal years; (vi) annual audited consolidated and consolidating financial statements for Borrower prepared by KPMG Peat Marwick LLP, or shall cause a firm of independent public accountants satisfactory to be furnishedLender, to Administrative Agent within one hundred thirty-five (135) days after the end of each of Borrower's fiscal years; (vii) promptly upon receipt thereof, copies of any reports submitted to Borrower by the annual federal and state income tax returns independent accountants in connection with any interim audit of the books of Borrower and copies of each management control letter provided to Borrower by independent accountants; (viii) as soon as available, copies of all financial statements and notices provided by Borrower to all of its stockholders; (ix) copies of all Form 10-Ks and 10-Qs; (x) the Borrowing Base Certificates described in Section 2.1 hereof; and (xi) such additional information, reports or statements as Lender may from time to time reasonably request. Annual financial statements shall set forth in comparative form figures for the immediately preceding corresponding periods in the prior fiscal year;. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with GAAP.
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements The Company will furnish to Agent (a) a ----------------------------------------------- sales and information, financial or otherwise, collections report and accounts receivable aging schedule in the form attached hereto as Lender may reasonably request, including, without limitation:
Exhibit G --------- within twenty-one (i) within forty (4021) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such calendar month, setting forth in comparative form the corresponding figures for the corresponding periods which shall include, but not be limited to, a report of the previous fiscal yearsales, credits issued, and collections received; (b) a Borrowing Base certificate schedule in the consolidated and consolidating form attached hereto as Exhibit E within twenty-one (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (7521) days after the end of each fiscal year calendar month, which shall --------- include, but not be limited to a computation of Borrower, the consolidated and consolidating Borrowing Base certified by the Chief Financial Officer of the Company as being fairly stated in all material respects; (if applicablec) income and cash flow internally prepared monthly financial statements of Borrower for the Company and its consolidated Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and combined monthly financial statements for the previous fiscal yearMortgage Borrowers (with operating statement schedules on each Real Property), all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose Chief Financial Officer of the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13Company, together with copies of any management letters provided by such accountants to management of Borrower;
within forty-five (iii) within fifteen (1545) days of the end of each Quartercalendar month, Borrower’s accounts receivable aging reportaccompanied by actual vs. budget variance reports for each Facility generating Accounts; (d) to the extent prepared by Company, accounts payable aging reportannual projections, inventory profit and loss statements, balance sheets, and cash flow reports (prepared on a monthly basis) for the succeeding fiscal year within sixty (60) days after the end of Company's fiscal year; (e) internally prepared annual financial statements for the Company and such other reports as Administrative Agent reasonably deems necessaryits consolidated Subsidiaries within sixty (60) days after the Company's fiscal year; (f) annual audited financial statements for the Company and its consolidated Subsidiaries, certified prepared by Borrower’s chief financial officer as true and correct, all in form and substance a firm of independent public accountants reasonably satisfactory to Administrative Agent, within one hundred twenty (120) days after the end of Company's fiscal year; and
(ivg) promptly upon receipt thereof, copies of any final reports submitted to any Borrower by the independent accountants in connection with any interim audit of the books of any Borrower and copies of each final comment letter provided to any Borrower by independent accountants; (h) as soon as available, copies of all financial statements and notices sent or made available to the public generally by any of the Borrowers (including all quarterly and annual reports filed by Company with the Securities Exchange Commission); (i) within fifteen fourteen (1514) days of filing with the applicable Government Authoritydate they are filed, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal all cost reports filed with Medicare or Medicaid; and state income tax returns of Borrower (j) such additional information, reports or statements as Agent may from time to time reasonably request. Annual financial statements shall set forth in comparative form figures for the immediately preceding corresponding periods in the prior fiscal year;. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with GAAP.
Appears in 1 contract
Samples: Loan and Security Agreement (Harborside Healthcare Corp)
Financial Statements and Collateral Reports. Such such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) As soon as available, and in any event, within forty five (4045) days after the end of the first, second and third fiscal quarter of each Quarterfiscal year of Borrower, the consolidated and consolidating (if applicable) income statements and cash flow statements balance sheet of Borrower and its Subsidiaries and the consolidated cash flow statement of the Borrower and its Subsidiaries, each for such Quarter quarter and for the expired portion of the fiscal year ending with the end of such monthquarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s 's chief executive financial officer or president to have been prepared from the books and records of Borrower;
(ii) as soon as available, and in any event, within seventy-five one hundred twenty (75120) days after the end of each fiscal year of Borrower, (A) the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes a Default or an Event of Default under Sections 5.12 and 5.13(or if such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of Borrower and (B) the management-prepared consolidating income statements of the Borrower and its Subsidiaries and the consolidating balance sheet of Borrower and its Subsidiaries, each for such fiscal year setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, prepared in accordance with GAAP which support the financial statements delivered pursuant to clause (A) above, accompanied by a certificate to that effect executed by the Chief Financial Officer of the Borrower;
(iii) within fifteen thirty (1530) days of the end of each Quartercalendar month, (x) Borrower’s 's accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent Lender reasonably deems necessary, certified by Borrower’s 's chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agent; and
Lender and (ivy) within fifteen (15) days a certificate from the chief financial officer, chief executive officer or president of filing Borrower with a description of eligible domestic accounts receivable and eligible domestic inventory in order to establish that Borrower is in compliance with the applicable Government Authorityrequirements of Section 6.8(d) hereof, Borrower shall furnish, or shall cause to be furnishedif then applicable, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding yearsupport compliance therewith;
Appears in 1 contract
Samples: Loan and Security Agreement (Lakeland Industries Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event, within forty one hundred and fifty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75150) days after the end of each fiscal year of BorrowerBORROWERS, the consolidated and consolidating (if applicable) income and cash flow deliver financial statements of Borrower and its Subsidiaries BORROWERS for such year, and year which present fairly BORROWERS' financial condition including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries BORROWERS as at the end of such fiscal year, an income statement and a statement of cash flows for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by BORROWERS and reasonably satisfactory to Administrative AgentLENDER, and unqualifiedly certified to have been prepared in accordance with GAAP;
(ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter, deliver to LENDER BORROWERS' internally prepared quarterly consolidated and such independent public accountants shall also unqualifiedly certify that in making consolidating financial statements along with year to date information, including balance sheet, income statement and statements of cash flows with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen promptly upon request, deliver such other information concerning BORROWERS as LENDER may from time to time request, including Medicare and Medicaid cost reports and audits, annual reports, security law filings and reports to any security holders;
(15iv) not more than (60) days of after the end commencement of each Quarterfiscal year deliver to LENDER final annual consolidated and consolidating projections for BORROWERS, Borrower’s accounts receivable aging reportincluding balance sheets, accounts payable aging report, inventory reports income statements and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correctstatements of cash flows, all in form prepared on a monthly basis;
(v) at least thirty (30) days prior to the beginning of each fiscal year deliver to LENDER preliminary fiscal year annual consolidated and substance reasonably satisfactory to Administrative Agentconsolidating projections for BORROWERS, including balance sheets, income statements and statements of cash flows, all prepared on a monthly basis; and
(ivvi) within fifteen and such other data, reports, statements and information (15) days of filing with the applicable Government Authorityfinancial or otherwise), Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;as LENDER may reasonably request.
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event, within forty one hundred and twenty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75120) days after the end of each fiscal year of BorrowerBorrowers, the consolidated and consolidating (if applicable) income and cash flow deliver financial statements of Borrower and its Subsidiaries Borrowers for such year, and year which present fairly Borrowers’ financial condition including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Borrowers as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by Borrowers and reasonably satisfactory to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP;
(ii) as soon as available but in any event within forty-five (45) days after the end of each calendar month, deliver to Lender Borrowers’ internally prepared monthly consolidated and such independent public accountants shall also unqualifiedly certify that in making consolidating financial statements, along with year to date information, including a balance sheet, income statement and statement of cash flows with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen (15) days of the end of each Quarterpromptly upon request, Borrower’s accounts receivable aging reportdeliver such other information concerning Borrowers as Lender may from time to time request, accounts payable aging report, inventory including Medicare and Medicaid cost reports and such other audits, annual reports, security law filings and reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentany security holders; and
(iv) within fifteen at least thirty (1530) days after the first day of filing each fiscal year, annual consolidated and consolidating projections for Borrowers for such year, including a balance sheet, income statement and statement of cash flow and a Borrowing Base Availability projections, all prepared on a monthly basis; and
(v) contemporaneously with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies delivery of the annual federal financial statements referred to in clause (i) above, census data for each Borrower and state income tax returns a good standing certificate from each Borrower’s jurisdiction of organization evidencing that such Borrower for remain in good standing in, and continue to be organized under the immediately preceding year;laws of, such jurisdiction; and
(vi) as soon as available, copies of: (A) all financial statements, reports, notices and proxy statements made publicly available by any Borrower to its security holders; (B) all regular and periodic reports and all registration statements and prospectuses, if any, filed by any Borrower with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority; and (C) all press releases and other statements made available by any Borrower to the public concerning material changes or developments in the business of such Borrower or its Subsidiaries or Affiliates.
(vii) such other data, reports, statements and information (financial or otherwise), as Lender may reasonably request.
Appears in 1 contract
Samples: Loan and Security Agreement (New York Health Care Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender Agent may reasonably request, including, without limitation:
(i) within forty ninety (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (7590) days after the end of each fiscal year of BorrowerRCM, the consolidated and consolidating (if applicable) income and cash flow financial statements of the Borrower and its Subsidiaries for such yearyear on a consolidated (and unaudited consolidating) basis, and eliminating inter-company transactions, including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited and certified on an unqualified basis by an Gxxxx Xxxxxxxx, or another national independent public accounting firm acceptable accountants of recognized standing selected by the Borrower and reasonably satisfactory to Administrative the Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, along with the Borrower’s Form 10-K Report filed with the SEC and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any a management letters provided by such accountants to management of Borrowerletter;
(iiiii) within fifteen (15) days of the end of each Quartercalendar month, Borrowersuch information as the Agent deems reasonably necessary;
(iii) a Compliance Certificate to accompany all quarterly and year-end financial statements delivered by the Borrower hereunder;
(iv) no later than ninety (90) days after the end of each fiscal year, annual projections and a budget for the upcoming/current fiscal year of profit and loss, cash flows and balance sheets prepared on a quarterly basis in a manner consistent with the prior year’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correctstatements, all in form and substance reasonably satisfactory to Administrative the Agent;
(v) no later than forty-five (45) days after the end of each of the first three quarters of each fiscal year of the Borrower, financial statements in the form filed with the Borrower's report on Form 10-Q filed with the SEC for such quarter and a copy of the Borrower’s Form 10-Q filed with the SEC;
(vi) copies of all other periodic or episodic SEC filings by the Borrower to be delivered promptly after such filing, including without limitation all Forms 10-K and 8-K, registration statements and prospectuses; and
(ivvii) updated customer lists within fifteen thirty (1530) days after the end of filing with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;each calendar quarter.
Appears in 1 contract
Financial Statements and Collateral Reports. Such such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
i. within forty-five (i) within forty (4045) days after the end of each Quarterfiscal quarter of Borrower and any Subsidiary, internally prepared financial statements of income and cash flow, together with a balance sheet of Borrower and any Subsidiary, on a compilation basis, setting forth in each case in comparative form the corresponding figures as at the end of the same quarter for the previous fiscal quarter of the Borrower and any Subsidiary;
ii. within one hundred twenty (120) days after the end of each fiscal year of Borrower and any Subsidiary, management prepared financial statements (with footnotes) of income and cash flow, together with a balance sheet of Borrower and any Subsidiary, on a compilation basis, setting forth in each case in comparative form the corresponding figures as at the end of the previous fiscal year of the Borrower and any Subsidiary;
iii. within one hundred twenty (120) days after the end of each fiscal year of Guarantor: (i) the consolidated and consolidating (if applicable) income and cash flow statements of Borrower Guarantor, and its Subsidiaries for such Quarter and for the expired portion each of the fiscal year ending with the end of such monthSubsidiaries, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75) days after the end of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower Guarantor, and each of its respective Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and prepared on an audited basis by an independent public accounting firm acceptable to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making GAAP or (ii) the examinations necessary to their certification mentioned above they have reviewed Guarantor’s Annual Report on Form 10-K as filed with the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of BorrowerUnited States Securities And Exchange Commission ;
iv. within twenty (iii20) within days of filing, but in no event more than fifteen (15) days of after the end of each Quarter, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agent; and
(iv) within fifteen (15) days of last permitted extension for filing with the applicable Government Authoritywithout penalty, Borrower shall furnishprovide Lender with signed federal tax returns. Borrower further agrees that, or if requested by Lender, it shall cause to be furnished, to Administrative Agent promptly furnish Lender with copies of the annual federal and all reports filed with any federal, state income tax returns of Borrower for the immediately preceding year;or local Governmental Authority.
Appears in 1 contract
Samples: Loan and Security Agreement (Newtek Business Services Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event, within forty one hundred twenty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75120) days after the end of each fiscal year of BorrowerADK, the consolidated and consolidating deliver (if applicableor cause to be delivered) income and cash flow financial statements of Borrower and its Subsidiaries ADK for such yearyear which present fairly ADK’s financial condition, and including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries ADK as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by ADK and reasonably satisfactory to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP;
(ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter deliver to Lender ADK’s internally prepared quarterly consolidated and consolidating financial statements, along with year to date information, including a balance sheet, income statement and such independent public accountants shall also unqualifiedly certify that in making statement of cash flows with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) as soon as available but in any event within fifteen forty-five (1545) days of after the end of each Quarter, fiscal quarter deliver to Lender each Borrower’s accounts receivable aging reportinternally prepared quarterly financial statements, accounts payable aging reportalong with year to date information, inventory including a balance sheet, income statement and statement of cash flows with respect to the periods measured;
(iv) promptly upon request, deliver such other information concerning Borrowers as Lender may from time to time request, including Medicare and Medicaid cost reports and audits, annual reports, security law filings and reports to any security holders;
(v) at least thirty (30) days prior to the first day of each fiscal year an annual consolidated projected income statement for ADK for such other reports as Administrative Agent reasonably deems necessaryyear, certified by prepared on a monthly basis;
(vi) contemporaneously with delivery of the annual financial statements referred to in clause (i) above, census data for each Borrower and a good standing certificate from each Borrower’s chief jurisdiction of organization evidencing that such Borrower remains in good standing in, and continues to be organized under the laws of, such jurisdiction;
(vii) on or before July 31, 2013, ADK’s annual audited consolidated and consolidating balance sheet as of December 31, 2012, accompanied by reports thereon from ADK’s independent certified public accountants, and ADK’s quarterly consolidated balance sheet as of December 31, 2012, and the related income statements and statements of cash flows as of such dates, prepared in accordance with GAAP and presenting fairly, accurately and completely the financial officer position of ADK as true of such dates and correctthe results of its operations for such periods;
(viii) on or before June 30, all 2013, each Borrower’s internally prepared balance sheet as of March 31, 2013, and each Borrower’s internally prepared quarterly balance sheet as of March 31, 2013, and the related income statements and statements of cash flows as of such dates, prepared in form accordance with GAAP and substance reasonably satisfactory to Administrative Agentpresenting fairly, accurately and completely the financial position of such Borrower as of such dates and the results of such Borrower’s operations for such periods;
(ix) on or before June 30, 2013, each of ADK’s consolidated internally prepared balance sheet as of March 31, 2013, and ADK’s internally prepared quarterly balance sheet as of March 31, 2013, and the related income statements and statements of cash flows as of such dates, prepared in accordance with GAAP and presenting fairly, accurately and completely the financial position of ADK as of such dates and the results of such Borrower’s operations for such periods;
(x) on or before July 31, 2013, ADK’s Form 10-Q (as filed with the Securities and Exchange Commission);
(xi) on or before June 30, 2013, ADK’s Form 10-K (as filed with the Securities and Exchange Commission); and
(ivxii) within fifteen such other data, reports, statements and information (15) days of filing with the applicable Government Authorityfinancial or otherwise), Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;as Lender may reasonably request.
Appears in 1 contract
Financial Statements and Collateral Reports. Such such data, reports, statements and information, financial or otherwise, as Lender Agent may reasonably request, including, without limitation:
(i) within forty thirty (4030) days after the end of each Quartercalendar month in each fiscal year of Borrowers, the consolidated earnings and consolidating (if applicable) income and cash flow statements retained earnings statement of Borrower and its Subsidiaries Borrowers for such Quarter month and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and, for each fiscal year other than fiscal year 1996, a comparison of Borrowers' actual earnings statement for such month compared to the monthly earnings forecast required under Section 6.9(a)(v), and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Borrowers as at the end of such Quartermonth, setting forth in comparative form the corresponding figures as at the end of the corresponding periods period of the previous fiscal year, all in reasonable detail and certified by Borrower’s the chief executive financial officer or president of each Borrower to have been prepared from the books and records of such Borrower, it being understood that for the first thirteen (13) calendar months from the Closing Date comparative information will not be available and cannot be furnished;
(ii) within seventy-five ninety (7590) days after the end of each fiscal year of BorrowerBorrowers, the consolidated earnings and consolidating (if applicable) income and cash flow statements retained earnings statement of Borrower and its Subsidiaries Borrowers for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Borrowers as at the end of such fiscal year and a statement of cash flows for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an and unqualifiedly certified by, beginning in fiscal year 1996, a Big "6" independent public accounting firm acceptable to Administrative Agentfirm, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower the Borrowers during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes a Default or an Event of Default under Sections 5.12 and 5.13(or if such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of any Borrower;
(iii) within fifteen (15) days of the end of each Quartercalendar month, Borrower’s Borrowers' accounts receivable aging report, accounts payable aging report, inventory reports certificates, account status reports, and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s Phoenix's chief financial officer as true and correct, all in form and substance reasonably satisfactory ory to Administrative Agent; and;
(iv) within fifteen sixty (1560) days after each fiscal year end, consolidated projections of filing with Borrowers' earnings statements for the applicable Government Authoritythen current and succeeding four (4) fiscal years; and a comparison of actual results to the Projections for the just completed fiscal year; and
(v) within thirty (30) days prior to each fiscal year end, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies a monthly forecast of Borrowers' consolidated earnings statement for each month of the annual federal and state income tax returns of Borrower for the immediately preceding next succeeding fiscal year;.
Appears in 1 contract
Financial Statements and Collateral Reports. Such such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) i. within forty (40) days after the end of each Quartercalendar month, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter month and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quartermonth, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s 's chief executive financial officer or president to have been prepared from the books and records of Borrower;
ii. within fifty (ii50) days after the end of each fiscal quarter, the consolidated and consolidating income and cash flow statements of Borrower and its Subsidiaries for such quarter and for the expired portion of the fiscal year ending with the end of such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower's chief financial officer to have been prepared from the books and records of Borrower;
iii. within seventy-one hundred five (75105) days after the end of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes a Default or an Event of Default under Sections 5.12 and 5.13(or if such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of Borrower;
iv. within twenty (iii) within fifteen (1520) days of the end of each Quartercalendar month, Borrower’s 's accounts receivable aging reportreport (including a detail of Xxxxxxxx in Excess of Cost), accounts payable aging reportreport (including a specific line item for any amounts owing to Borrower’s subcontractors), inventory reports and such other reports as Administrative Agent Lender reasonably deems necessary, certified by Borrower’s 's chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative AgentLender;
v. no later than the last calendar day of each fiscal year-end, Borrower's annual consolidated and consolidating financial statement projections for the upcoming fiscal year on a monthly basis, including income, cash flow statements and Undrawn Availability projections of Borrower and its Subsidiaries for each such month, and the consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of each such month, all in reasonable detail and certified by Borrower's chief financial officer to have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions on which such projections were prepared; and
(ivA) at the time of each Advance and (B) on a monthly basis within fifteen twenty (1520) days of filing each month-end, or more frequently if requested by Lender, a borrowing certificate prepared as of the close of business on the Business Day immediately preceding Borrower’s transmittal thereof, in the form of Exhibit "C" attached hereto and made part hereof ("Borrowing Certificate"), as such Exhibit may change from time to time at Lender’s discretion. So long as any Borrowing Certificate shall be required to be delivered on a monthly basis in accordance with the applicable Government Authorityforegoing sentence, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies the value of the annual federal Eligible Accounts and state income tax returns Eligible Inventory evidenced by such Borrowing Certificate shall not be reduced based on collections received until the delivery of Borrower for a Borrowing Certificate in the immediately preceding year;succeeding month.
Appears in 1 contract
Samples: Loan and Security Agreement (WPCS International Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event, within forty one hundred and twenty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75120) days after the end of each fiscal year of BorrowerBorrowers, the consolidated and consolidating deliver (if applicableA) income and cash flow financial statements of Borrower and its Subsidiaries Borrowers for such year, and year which present fairly Borrowers' financial condition including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Borrowers as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by Borrowers and reasonably satisfactory to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP and (B) so long as San Jacinto is not consolidated with Borrowers in accordance with GAAP, internally prepared financial statements of San Jacinto for such year which present fairly San Jacinto's financial condition including balance sheet of San Jacinto as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, all on a consolidated with Borrowers and consolidating basis, setting forth in the consolidated statements in comparative form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and prepared in accordance with GAAP;
(ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter, deliver to Lender Borrowers' internally prepared quarterly consolidated and such independent public accountants shall also unqualifiedly certify that in making consolidating financial statements, along with year to date information, including a balance sheet, income statement, statement of cash flows and a report of the examinations necessary variation of actual results to their certification mentioned above they have reviewed Projections, with respect to the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen (15) days of the end of each Quarterpromptly upon request, Borrower’s accounts receivable aging reportdeliver such other information concerning Borrowers as Lender may from time to time request, accounts payable aging report, inventory including Medicare and Medicaid cost reports and such other audits, annual reports, security law filings and reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentany security holders; and
(iv) within fifteen at least thirty (1530) days prior to the first day of filing each fiscal year, annual consolidated and consolidating projections for Borrowers for such year, including a balance sheet, income statement and statement of cash flow and a Borrowing Base Availability projections, all prepared on a monthly basis; and
(v) contemporaneously with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies delivery of the annual federal financial statements referred to in clause (i) above, census data for each Borrower and state income tax returns a good standing certificate from each Borrower's jurisdiction of organization evidencing that such Borrower for remain in good standing in, and continue to be organized under the immediately preceding year;laws of, such jurisdiction; and
(vi) such other data, reports, statements and information (financial or otherwise), as Lender may reasonably request.
Appears in 1 contract
Financial Statements and Collateral Reports. Such dataQSRD shall deliver, reportsor shall cause to be delivered, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitationto each Agent with sufficient copies of each for the Lenders:
(ia) As soon as available and in any event within forty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75) 120 days after the end of each fiscal year of BorrowerQSRD, the audited consolidated and consolidating (if applicable) income statements of operations, stockholders' equity, and cash flow statements of Borrower QSRD and its Consolidated Subsidiaries for such fiscal year, and the related consolidated and unaudited consolidating (if applicable) balance sheet sheets of Borrower QSRD and its Consolidated Subsidiaries as at the end of such fiscal year, and setting forth in each case in comparative form the corresponding figures for the preceding fiscal year, and accompanied by the related audit report of independent certified public accountants of recognized national standing acceptable to the Agents which audit report shall state that said financial statements fairly present, in all material respects, the consolidated financial condition and results of operations of QSRD and its Consolidated Subsidiaries as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedulesof, and audited by an independent public accounting firm acceptable to Administrative Agentfor, such fiscal year and unqualifiedly certified to that such financial statements have been prepared in accordance with GAAP, and GAAP except for such changes in such principles with which the independent certified public accountants shall also unqualifiedly certify that in making have concurred and such audit report shall be consistent with the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered standard audit report format promulgated by the certificate relevant regulatory authorities governing such reports and that such review did shall not disclose the existence of any condition contain a "going concern" or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrower;like qualification or exception.
(iiib) As soon as available and in any event within fifteen (15) 30 days of after the end of each Quarterof the fiscal monthly periods of each fiscal year of QSRD not constituting a fiscal quarter end, Borrower’s accounts receivable aging reportconsolidated statements of operations and cash flow of QSRD and its Consolidated Subsidiaries for such period and for the period from the beginning of the respective fiscal year to the end of such period, accounts payable aging reportand the related consolidated balance sheets as at the end of such period, inventory reports and setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, together with management's discussion and analysis of such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correctresults, all of which shall be in form and substance reasonably satisfactory to the Agents, and accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated financial condition and results of operations of QSRD and its Consolidated Subsidiaries as prepared by QSRD on a modified accrual basis and consistent with the August 31, 1999 interim financial statements heretofore furnished to the Lenders, as at the end of, and for, such period (subject to normal year-end audit adjustments).
(c) Within 30 days following the end of each fiscal month, a summary of the operating and financial results of QSRD and its Subsidiaries (other than Non-Recourse Subsidiaries) for such preceding calendar month, together with management's discussion and analysis of such results if not duplicative of management's discussion and analysis provided in conjunction with the delivery of the monthly financial statements pursuant to Section 8.01(b), all of which shall be in form and substance reasonably satisfactory to the Agents, and, in conjunction with the report delivered pursuant to Section 8.07(e), shall include: (i) a detailed statement of sales and revenues derived from all products produced from the Oil and Gas Properties, for the previous month, including prices received, prior period adjustments to such revenues and prices, and any Material Adverse Effect affecting the sales or marketing agreements or arrangements with the purchasers of such products; (ii) a detailed aging of QSRD's and each of its Subsidiaries' unpaid lease operating expenses and unpaid other
(A) a listing the total amount actually paid by QSRD and its Subsidiaries during the preceding month for: (1) plugging and abandonment costs for previous or ongoing plugging and abandonment operations pertaining to the Oil and Gas Properties, and (2) general bond and supplemental bond payments pertaining to plugging and abandonment costs; and (B) estimating the future payments for (1) and (2), above, for the succeeding 6 month period; and (v) a statement of the balances remaining on hand in any prepaid development or other deposit or trust account of funds previously delivered to QSRD or any of its Subsidiaries.
(d) As soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of QSRD, consolidated statements of operations and cash flow of QSRD and its Consolidated 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 consolidated balance sheets as at the end of such period, and setting forth in each case in comparative form the corresponding figures for the corresponding period in the preceding fiscal year, accompanied by the certificate of a Responsible Officer, which certificate shall state that said financial statements fairly present the consolidated financial condition and results of operations of QSRD and its Consolidated Subsidiaries as prepared in accordance with GAAP, as at the end of, and for, such period (subject to normal year-end audit adjustments).
(e) Promptly after QSRD or the Borrower knows that any Default or Material Adverse Effect has occurred, a notice of such Default or Material Adverse Effect, describing the same in reasonable detail and the action QSRD or the Borrower proposes to take with respect thereto.
(f) Promptly upon receipt thereof, a copy of each other material report or letter submitted to QSRD by its independent accountants in connection with any annual, interim or special audit made by them of the books of QSRD and its Consolidated Subsidiaries and a copy of any response by QSRD or its Board of Directors to such letter or report.
(g) Promptly upon its becoming available, each financial statement, report, notice or proxy statement sent by QSRD to stockholders generally and each regular or periodic report and any registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by QSRD with or received by QSRD in connection therewith from any securities exchange or the SEC.
(h) Upon request of Administrative Agent; and, copies of well files and well reports (including information regarding the locations of and equipment located on each well) in the possession or control of QSRD or any of its Subsidiaries or which otherwise can be obtained without commercially unreasonable cost or expense.
(ivi) From time to time such other information regarding the business, affairs or financial condition of QSRD or any of its Subsidiaries, including the Borrower (including, without limitation, any Plan or Multiemployer Plan and any reports or other information required to be filed under ERISA), as any Lender or any Agent may reasonably request.
(j) As soon as available and in any event within fifteen 45 days after each Quarterly Date, a report, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such Quarterly Date, (15i) days a summary of filing its hedging positions under all Risk Management Agreements (including commodity price swap agreements, forward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas or other commodities) of QSRD and each of its Subsidiaries, including the type, term, effective date, termination date and notional principal amounts or volumes, the hedged price(s), interest rate(s) or exchange rates(s), as applicable, and any new credit support agreements relating thereto, and (ii) a listing of the identity and address of any person remitting to the Borrower proceeds from the sale of Hydrocarbon production from or attributable to any Oil and Gas Properties, which listing shall include a general description of the Oil and Gas Properties for which such Person is remitting proceeds, together with such additional information that Administrative Agent may reasonably request in order to keep current and accurate the addressees for the Transfer Order Letters.
(k) Within two (2) Business Days following receipt by QSRD or the Borrower, a copy of the notice from JEDI of its intent to sell, or otherwise dispose of, to any Person its interests in the Series A Preferred Stock of QSRD if such sale or disposition reduces the aggregate remaining shares of such class of Preferred Stock owned by JEDI or its Affiliates below 75% of the total shares of such class of Preferred Stock owned by JEDI as of the Closing Date.
(l) Promptly after QSRD knows that any "mandatory redemption event" in respect of any class of Permitted Preferred Stock has occurred, a notice thereof, describing the same in reasonable detail and the action QSRD proposes to take with respect thereto; and if any mandatory redemption notices are given or received in respect of any class of Permitted Preferred Stock, a copy thereof.
(m) With the delivery of the June 30th Reserve Report, the Borrower shall also provide projections and budgets of QSRD and its Subsidiaries for the forthcoming fiscal year, which shall include, on a monthly basis for the forthcoming fiscal year, an operating and capital budget, income and cash flow statements and balance sheets, in each case together with the applicable Government Authorityanalysis and discussion of management of such projections, all certified by a Responsible Officer of the Borrower shall furnish, or shall cause as being prepared based on the assumptions and assessments believed by the Borrower to be furnished, to Administrative Agent copies reasonable and appropriate both as of the annual federal date of such projections and state income tax returns as of the date of submission thereof to the Administrative Agent. QSRD and the Borrower for will furnish to the immediately preceding Administrative Agent, at the time QSRD furnishes each set of financial statements pursuant to paragraph (a) or (b) above, a certificate substantially in the form of Exhibit C-1 hereto executed by a Responsible Officer (i) certifying as to the matters set forth therein and stating that no Default has occurred and is continuing (or, if any Default has occurred and is continuing, describing the same in reasonable detail), and (ii) setting forth in reasonable detail the computations necessary to determine whether QSRD and the Borrower are in compliance with Sections 9.12, 9.13 and 9.22 as of the end of the respective fiscal month or fiscal year;.
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available, but in any event within forty one hundred twenty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75120) days after the end of each fiscal year of BorrowerParent, the consolidated and consolidating (if applicable) income and cash flow financial statements of Borrower and its Subsidiaries Parent for such yearyear which present fairly Parent’s financial condition, and including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Parent as at the end of such fiscal year and an income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited and accompanied by an a report and opinion of independent public accounting firm acceptable accountants of recognized standing, selected by Parent and reasonably satisfactory to Administrative AgentLender, which report and unqualifiedly certified to have been opinion shall be prepared in accordance with GAAPgenerally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
(ii) as soon as available, but in any event within forty-five (45) days after the end of each month, each Borrower’s and such independent public accountants shall also unqualifiedly certify that in making each Holding Entity’s internally prepared monthly consolidated and consolidating financial statements, along with year-to-date information, including a balance sheet and income statement with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen promptly upon request, such other information concerning Borrower and or any Holding Entity as Lender may from time to time request including Medicare and Medicaid cost reports and audits, annual reports, security law filings and reports to any security holders;
(15iv) as soon as available, but in any event no later than thirty (30) days of after the end first day of each Quarterfiscal year, Borrower’s accounts receivable aging reportannual consolidated and consolidating financial projections for Borrower and each Holding Entity for such year, accounts payable aging report, inventory reports including an income statement prepared on a monthly basis and such other consolidated and consolidating financial projections as Lender may reasonably request;
(v) contemporaneously with delivery of the annual financial statements referred to in clause (i) above, management reports as Administrative Agent reasonably deems necessarydetailing key census data for Borrower and a good-standing certificate from Borrower’s, certified by Borrowereach Holding Entity’s chief financial officer as true and correctCorporate Guarantor’s jurisdiction of organization evidencing that such parties remain in good standing in, all in form and substance reasonably continues to be organized under the laws of, such jurisdiction;
(vi) on the last business day of every month, evidence satisfactory to Administrative AgentLender that all bed taxes and federal and state taxes, including, without limitation, payroll taxes, that are due have been paid in full, including without limitation copies of the most recently filed Form 941 for each Borrower, each Holding Entity and Corporate Guarantor together with evidence of such payment; and
(ivvii) within fifteen such other data, reports, statements and information (15) days of filing with the applicable Government Authorityfinancial or otherwise), Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;as Lender may reasonably request.”
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Borrower will furnish to Lender may reasonably request, including, without limitation:
(i) a sales and collections report and accounts receivable aging schedule on a form acceptable to Lender within forty fifteen (4015) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such calendar month, setting forth in comparative form the corresponding figures for the corresponding periods which shall include, but not be limited to, a report of the previous fiscal yearsales, credits issued, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
collections received; (ii) payables aging schedules within seventy-five fifteen (7515) days after the end of each fiscal year calendar month; (iii) internally prepared monthly financial statements for Borrower, certified by the chief financial officer of Borrower, the consolidated and consolidating within forty-five (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrower;
(iii) within fifteen (1545) days of the end of each Quartercalendar month, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports accompanied by management analysis and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentactual vs. budget variance reports; and
(iv) to the extent prepared by Borrower, annual projections, profit and loss statements, balance sheets, and cash flow reports (prepared on a monthly basis) for the succeeding fiscal year within fifteen thirty (1530) days before the end of filing with each of Borrower's fiscal years; (v) internally prepared annual financial statements for Borrower within sixty (60) days after the applicable Government Authority, end of each of Borrower's fiscal years; (vi) annual audited financial statements for Borrower shall furnishprepared by Artxxx Xxdxxxxx XXP, or shall cause another firm of independent public accountants satisfactory to be furnishedLender, to Administrative Agent within one hundred thirty-five (135) days after the end of each of Borrower's fiscal years; (vii) promptly upon receipt thereof, copies of any reports submitted to Borrower by the annual independent accountants in connection with any interim audit of the books of Borrower and copies of each management control letter provided to Borrower by independent accountants; (viii) as soon as available, copies of all financial statements and notices provided by Borrower to all of its stockholders; (ix) on the last business day of every month, evidence satisfactory to Lender that all federal and state income tax returns of Borrower taxes, including, without limitation payroll taxes, that are due have been paid in full; and (x)such additional information, reports or statements as Lender may from time to time request. Annual financial statements shall set forth in comparative form figures for the immediately preceding corresponding periods in the prior fiscal year;. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with GAAP.
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available, but in any event within forty one hundred twenty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75120) days after the end of each fiscal year of BorrowerParent, the consolidated and consolidating (if applicable) income and cash flow financial statements of Borrower and its Subsidiaries Parent for such yearyear which present fairly Parent’s financial condition, and including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Parent as at the end of such fiscal year and an income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited and accompanied by an a report and opinion of independent public accounting firm acceptable accountants of recognized standing, selected by Parent and reasonably satisfactory to Administrative AgentLender, which report and unqualifiedly certified to have been opinion shall be prepared in accordance with GAAPgenerally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit;
(ii) as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, Parent’s internally prepared quarterly consolidated and such independent public accountants shall also unqualifiedly certify that in making consolidating financial statements, along with year-to-date information, including a balance sheet and income statement with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen promptly upon request, such other information concerning Borrower as Lender may from time to time request including Medicare and Medicaid cost reports and audits, annual reports, security law filings and reports to any security holders;
(15iv) as soon as available, but in any event no later than thirty (30) days of after the end first day of each Quarterfiscal year, Borrower’s accounts receivable aging reportannual consolidated and consolidating financial projections for Parent for such year, accounts payable aging report, inventory reports including an income statement prepared on a monthly basis and such other consolidated and consolidating financial projections as Lender may reasonably request;
(v) contemporaneously with delivery of the annual financial statements referred to in clause (i) above, management reports as Administrative Agent reasonably deems necessary, certified by detailing key census data for Borrower and a good-standing certificate from Borrower’s chief financial officer as true and correctCorporate Guarantor’s jurisdiction of organization evidencing that Borrower remains in good standing in, all in form and substance reasonably continues to be organized under the laws of, such jurisdiction;
(vi) on the last business day of every month, evidence satisfactory to Administrative AgentLender that all bed taxes and federal and state taxes, including, without limitation, payroll taxes, that are due have been paid in full, including without limitation copies of the most recently filed Form 941 for each Borrower and Corporate Guarantor together with evidence of such payment; and
(ivvii) within fifteen such other data, reports, statements and information (15) days of filing with the applicable Government Authorityfinancial or otherwise), Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;as Lender may reasonably request.
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements Borrower will furnish to Lender (a) a sales and information, financial or otherwise, as collections report and accounts receivable aging schedule on a form acceptable to Lender may reasonably request, including, without limitation:
within fifteen (i) within forty (4015) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such calendar month, setting forth in comparative form the corresponding figures for the corresponding periods which shall include, but not be limited to, a report of the previous fiscal yearsales, credits issued, and the consolidated and consolidating collections received; (if applicableb) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
payables aging schedules within fifteen (ii) within seventy-five (7515) days after the end of each fiscal year calendar month; (c) internally prepared monthly financial statements for Borrower, certified by the chief financial officer of Borrower, the consolidated and consolidating within forty-five (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrower;
(iii) within fifteen (1545) days of the end of each Quartercalendar month, accompanied by management analysis and actual vs. budget variance reports; (d) to the extent prepared by Borrower, annual projections, profit and loss statements, balance sheets, and cash flow reports (prepared on a monthly basis) for the succeeding fiscal year within thirty (30) days before the end of each of Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by fiscal years; (e) internally prepared annual financial statements for Borrower within sixty (60) days after the end of each of Borrower’s chief fiscal years; (f) annual audited financial officer as true and correct, all in form and substance reasonably statements for Borrower prepared by a firm of independent public accountants satisfactory to Administrative Agent; and
Lender, within one hundred thirty-five (iv) within fifteen (15135) days after the end of filing with the applicable Government Authorityeach of Borrower’s fiscal years; (g) promptly upon receipt thereof, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of any reports submitted to Borrower by the annual independent accountants in connection with any interim audit of the books of Borrower and copies of each management control letter provided to Borrower by independent accountants; (h) as soon as available, copies of all financial statements and notices provided by Borrower to all of its stockholders; (i) on the last business day of every month, evidence satisfactory to Lender that all federal and state income tax returns of Borrower taxes, including, without limitation payroll taxes, that are due have been paid in full; and (j) such additional information, reports or statements as Lender may from time to time request. Annual financial statements shall set forth in comparative form figures for the immediately preceding corresponding periods in the prior fiscal year;. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with GAAP.
Appears in 1 contract
Samples: Loan and Security Agreement (Southland Health Services, Inc.)
Financial Statements and Collateral Reports. Such such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
i. within fifty (i) within forty (4050) days after the end of each Quartercalendar quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal yearquarter, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal yearquarter, all in reasonable detail and certified by BorrowerParent’s president or chief executive financial officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75) days after the end . no later than May 31 of each fiscal year of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries (or with respect to the fiscal year ending December 31, 2015, only AOC) for such the prior year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries (or with respect to the fiscal year ending December 31, 2015, only AOC) as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm reasonably acceptable to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP, and with respect to fiscal years ending after December 31, 2015, such independent public accountants shall also unqualifiedly certify that that, in making the examinations necessary to their certification mentioned above above, they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that whether such review did or did not disclose the existence of any condition or event which constitutes a Default or an Event of Default under Sections 5.12 (and 5.13if such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of Borrower;
(iii) . on a monthly basis within fifteen (15) days of each month-end, a borrowing base certificate for Borrower in a form reasonably acceptable to Lender, setting forth in detail all of Borrower’s Accounts and Eligible Accounts, calculating the end Borrowing Base as of each Quartermonth end and providing such other information as is reasonably requested by Lender (“Borrowing Certificate”), Borrower’s together with (x) an accounts receivable aging report, and (y) an accounts payable aging report, inventory reports and such other reports each in a form reasonably acceptable to Lender as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentof each month end; and
(iv) within fifteen (15) days . no later than March 31 of filing with the applicable Government Authorityeach fiscal year, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the Borrower’s annual federal and state income tax returns of Borrower consolidated financial statements projections for the immediately preceding such fiscal year;.
Appears in 1 contract
Samples: Loan and Security Agreement (KeyStone Solutions, Inc.)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event within forty one hundred twenty (40) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75120) days after the end of each fiscal year of BorrowerBorrowers, the consolidated and consolidating (if applicable) income and cash flow financial statements of Borrower and its Subsidiaries Borrowers for such yearyear which present fairly Borrowers’ financial condition, and including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Borrowers as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at of the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by Borrowers and reasonably satisfactory to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP;
(ii) as soon as available but in any event on the earlier of (i) the date upon which Prospect Medical Holdings, Inc. files a Form 10-Q for such fiscal quarter with the Securities and Exchange Commission and (ii) forty-five (45) days after the end of each fiscal quarter, Borrowers’ internally prepared quarterly consolidated and consolidating financial statements, for such independent public accountants shall also unqualifiedly certify that in making fiscal quarter, along with year to date information, including a balance sheet, income statement and statement of cash flows with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement periods measured, operating statistics and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowera quarterly compliance certificate;
(iii) within fifteen promptly upon request, such other information concerning Borrowers as Lender may from time to time request, including Medicare and Medicaid cost reports and audits, annual reports, security law filings and reports to any security holders;
(15iv) as soon as possible and no later than thirty (30) days prior to the first day of each fiscal year, an annual operating budget along with annual consolidated and consolidating projections for Borrowers for such year, including a balance sheet, income statement and statement of cash flow, all prepared on a monthly basis;
(v) contemporaneously with delivery of the annual financial statements referred to in clause (i) above, a good standing certificate from each Borrower’s jurisdiction of organization evidencing that such Borrower remains in good standing in, and continues to be organized under the laws of, such jurisdiction;
(vi) as soon as available but in any event within one hundred twenty (120) days after the effective date of the Plan of Reorganization, audited balance sheets for Borrowers for the fiscal year ended September 30, 2008, all on a consolidated and consolidating basis, setting forth in the consolidated statements in comparative form, the corresponding figures as of the end of each Quarter, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correctfor the previous fiscal year, all in form reasonable detail, including all supporting schedules, and substance audited by independent public accountants of recognized standing, selected by Borrowers and reasonably satisfactory to Administrative AgentLender;
(vii) as soon as available but in any event within one hundred twenty (120) days after the effective date of the Plan of Reorganization, an audited income statement for the fiscal year ended September 30, 2008, on a consolidated and consolidating basis, audited by independent public accountants of recognized standing, selected by Borrowers and reasonably satisfactory to Lender, and prepared in accordance with GAAP; and
(ivviii) within fifteen such other data, reports, statements and information (15) days of filing with the applicable Government Authorityfinancial or otherwise), Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;as Lender may reasonably request.
Appears in 1 contract
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(i) as soon as available but in any event, within forty one hundred twenty days (40120) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such month, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
(ii) within seventy-five (75) days after the end of each fiscal year of BorrowerBorrowers, the consolidated and consolidating (if applicable) income and cash flow deliver audited financial statements of Borrower and its Subsidiaries Borrowers for such year, and year which present fairly Borrowers’ financial condition including the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries Borrowers as at the end of such fiscal year and a statement of cash flows and income statement for such fiscal year, all on a consolidated and consolidating basis, setting forth in each case the consolidated statements in comparative form form, the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable accountants of recognized standing, selected by Borrowers and reasonably satisfactory to Administrative AgentLender, and unqualifiedly certified to have been prepared in accordance with GAAP, provided, however, Borrowers shall provide such audited financial statements for the fiscal year ending December 31, 2001 on or after June 15, 2002;
(ii) as soon as available but in any event within forty-five (45) days after the end of each fiscal quarter and such independent public accountants shall also unqualifiedly certify that in making each fiscal year, deliver to Lender Borrowers’ internally prepared quarterly consolidated and consolidating financial statements along with year to date information, including balance sheet, income statement and statements of cash flows with respect to the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrowerperiods measured;
(iii) within fifteen (15) days of the end of each Quarterpromptly upon request, Borrower’s accounts receivable aging reportdeliver such other information concerning Borrowers as Lender may from time to time request, accounts payable aging report, inventory including Medicare and Medicaid cost reports and such other audits, annual reports, security law filings and reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentany security holders; and
(iv) within fifteen at least thirty (1530) days prior to the last day of filing each fiscal year annual consolidated and consolidating projections for Borrowers, including balance sheet income statements and statements of cash flow and Borrowing Base Availability projections, all prepared on a monthly basis;
(v) contemporaneously with the applicable Government Authority, Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies delivery of the annual federal financial statements referred to in clause (i) above, a good standing certificate from each Borrower’s jurisdiction of organization evidencing that such Borrower remains in good standing in, and state income tax returns of Borrower for continues to be organized under the immediately preceding yearlaws of, such jurisdiction;
(vi) and such other data, reports, statements and information (financial or otherwise), as Lender may reasonably request.
Appears in 1 contract
Samples: Loan and Security Agreement (Healthessentials Solutions Inc)
Financial Statements and Collateral Reports. Such data, reports, statements and information, financial or otherwise, as Borrower will furnish to Lender may reasonably request, including, without limitation:
(i) a sales and collections report and accounts receivable aging schedule on a form acceptable to Lender within forty fifteen (4015) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such calendar month, setting forth in comparative form the corresponding figures for the corresponding periods which shall include, but not be limited to, a report of the previous fiscal yearsales, credits issued, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrower;
collections received; (ii) payable aging schedules within seventy-five fifteen (7515) days after the end of each fiscal year calendar month; (iii) internally prepared monthly financial statements for Borrower, certified by the chief financial officer of Borrower, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such year, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm acceptable to Administrative Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions of Borrower during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which constitutes an Event of Default under Sections 5.12 and 5.13, together with copies of any management letters provided by such accountants to management of Borrower;
(iii) within fifteen (15) days of the end of each Quartercalendar month, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports accompanied by management analysis and such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentactual vs. budget variance reports; and
(iv) a certificate of Borrowing Base (including without limitation A/R Standard Borrowing Base and A/R Term Borrowing Base) setting forth the maximum loan availability for that month within fifteen (15) days of filing with the applicable Government Authorityend of each calendar month(2), (v) a statement of net worth, certified by the chief financial officer of Borrower, within fifteen (15) days of the end of each calendar month, (vi) to the extent prepared by Borrower, annual projections, profit and loss statements, balance sheets, and cash flow reports (prepared on a monthly basis) for the succeeding fiscal year within thirty (30) days after the end of each of Borrower's fiscal years; (vii) internally prepared annual financial statements for Borrower shall furnishwithin sixty (60) days after the end of each of Borrower's fiscal years; (viii) annual audited financial statements for Borrower prepared by Ernst & Young, or shall cause a firm of independent public accountants satisfactory to be furnishedLender, to Administrative Agent within one hundred thirty-five (135) days after the end of each of Borrower's fiscal years; (ix) promptly upon receipt thereof, copies of any reports submitted to Borrower by the annual federal and state income tax returns independent accountants in connection with any interim audit of the books of Borrower and copies of each management control letter provided to Borrower by independent accountants; (x) as soon as available, copies of all financial statements and notices provided by Borrower to all of its stockholders; and (xi) such additional information, reports or statements as Lender may from time to time reasonably request. Annual financial statements shall set forth in comparative form figures for the immediately preceding corresponding periods in the prior fiscal year;. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with GAAP, except that interim financial statements will not contain footnotes and other disclosures necessary for GAAP.
Appears in 1 contract
Samples: Loan and Security Agreement (Odyssey Healthcare Inc)
Financial Statements and Collateral Reports. Such data, Borrower will furnish to Lender the following financial information and reports, statements and information, financial or otherwise, as Lender may reasonably request, including, without limitation:
(ia) after the initial funding under the Revolver Facility, a sales and collections report and accounts receivable aging schedule on a form acceptable to Lender within forty fifteen (4015) days after the end of each Quarter, the consolidated and consolidating (if applicable) income and cash flow statements of Borrower and its Subsidiaries for such Quarter and for the expired portion of the fiscal year ending with the end of such calendar month, setting forth in comparative form the corresponding figures for the corresponding periods which shall include, but not be limited to, a report of the previous fiscal yearsales, credits issued, and the consolidated and consolidating (if applicable) balance sheet of Borrower and its Subsidiaries as at the end of such Quarter, setting forth in comparative form the corresponding figures as at the end of the corresponding periods of the previous fiscal year, all in reasonable detail and certified by Borrower’s chief executive officer or president to have been prepared from the books and records of Borrowercollections received;
(iib) within seventy-five one hundred twenty (75120) days after the end of each fiscal year of Borrower, the its audited consolidated balance sheet and consolidating (if applicable) income related statements of operations, shareholders’ equity and cash flow flows as of the end of and for such year, setting forth in each cash in comparative form the figures for the previous fiscal. year, all reported on by Deloitte & Touche LLP) or other independent public accounts of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries for such yearon a consolidated basis in accordance with GAAP (the Lenders agree that Borrower’s obligations under this Section 5.1(b) will be satisfied in respect of any fiscal year by delivery to Lender, within one hundred and the consolidated and consolidating twenty (if applicable120) balance sheet of Borrower and its Subsidiaries as at days after the end of such fiscal year of its annual report for such fiscal year on Form 10-K as filed with the SEC);
(c) within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, its consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding figures period or periods of (or, in the case of the balance sheet, as at of the end of and for of) the previous fiscal year, all certified by one of its financial officers as presenting fairly in reasonable detail, including all supporting schedules, material respects the financial condition and audited by an independent public accounting firm acceptable to Administrative Agent, results of operations of Borrower and unqualifiedly certified to have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments (the Lender agrees that Borrower’s obligations under this paragraph (b) will be satisfied in respect of any fiscal quarter by delivering to Lender, within 60 days after the end of such fiscal quarter of its quarterly report for such fiscal quarter on Form 10-Q as filed with the SEC);
(d) to the extent prepared by Borrower, annual projections, profit and loss statements, balance sheets, and such cash flow reports (prepared on a monthly basis) for the succeeding fiscal year within sixty (60) days before the end of each of Borrower’s fiscal years;
(e) promptly upon receipt thereof, copies of any reports submitted to Borrower by the independent public accountants shall also unqualifiedly certify that in making connection with any interim audit of the examinations necessary to their certification mentioned above they have reviewed the terms of this Agreement and the accounts and conditions books of Borrower during and copies of each management control letter provided to Borrower by independent accountants;
(f) as soon as available, copies of all financial statements and notices provided by Borrower to all of its stockholders;
(g) on the accounting period covered last business day of every calendar quarter, evidence satisfactory to Lender that all federal and state taxes, including, without limitation payroll taxes, that are due have been paid in full;
(h) within ten (10) days after Lender’s request, a written statement, duly acknowledged by Borrower, setting forth the certificate sums according to Borrower’s books and records and any right of set-off, counterclaim or other defense that exists against such review did sums and Borrower’s obligations under the Loan Documents;
(i) within five (5) days after Lender’s reasonable request (or thirty (30) days in the case of an Inventory Physical), an Inventory Perpetual or Physical (as determined by Lender from time to time) on a form acceptable to Lender, and an Inventory Perpetual or Physical (as determined by Lender from time to time) reconciled to the general ledger to the Borrower’s financial statements; provided, however, that Lender shall not disclose the existence of any condition or event which constitutes require Borrower to deliver an Inventory Physical more than one time annually unless an Event of Default under Sections 5.12 has occurred and 5.13, together with copies of any management letters provided by is continuing in which case there shall be no such accountants to management of Borrowerlimitation;
(iiij) within fifteen (15) days of after the end of each Quartercalendar month internally prepared monthly financial statements;
(k) in the event no Borrowing Base certificate has been delivered to Lender in any calendar month, Borrower’s accounts receivable aging report, accounts payable aging report, inventory reports and a Borrowing Base certificate within five (5) Business Days after the end of such other reports as Administrative Agent reasonably deems necessary, certified by Borrower’s chief financial officer as true and correct, all in form and substance reasonably satisfactory to Administrative Agentmonth; and
(ivl) within fifteen (15) days such additional information, reports or statements regarding the Borrower as Lender may from time to time reasonably request; provided, however, during such time as no Event of filing Default has occurred and is continuing, Lender agrees that it will not request the Biocleanse formula which Borrower hereby represents to Lender is a proprietary trade secret of Borrower. Annual financial statements shall set forth in comparative form figures for the corresponding periods in the prior fiscal year. All financial statements shall include a balance sheet and statement of earnings and shall be prepared in accordance with the applicable Government AuthorityGAAP. All reports required under this Section shall be certified in writing by Borrower’s Chief Financial Officer as true, complete and correct in all respects. Borrower shall furnish, or shall cause to be furnished, to Administrative Agent copies of the annual federal and state income tax returns of Borrower for the immediately preceding year;at all times maintain a perpetual inventory reporting system.
Appears in 1 contract
