Financial Statements and Compliance Certificates. The Company will, and will cause each Subsidiary to, keep books of record and account in which full, true and correct entries in all material respects in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities. The Company shall furnish to each holder of any of the Debentures: (a) as soon as available and in any event within 47 days after the close of each fiscal quarter, commencing with the fiscal quarter ending September 30, 1999, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter and consolidated statements of income, stockholders' equity, and cash flows of the Company and its consolidated Subsidiaries for such quarter and for the expired portion of the then current fiscal year, setting forth comparable figures for the same quarter and expired portion of the previous fiscal year, and prepared and certified by the chief financial officer of the Company, subject to year-end audit adjustment; (b) as soon as available and in any event within 92 days after the close of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and statements of income, stockholders' equity, and cash flows of the Company for such fiscal year, setting forth comparable figures for the previous fiscal year, all reported upon, and certified, by PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing; (c) with each financial statement required to be delivered pursuant to the provisions of paragraph (a) or (b) above, a certificate of the President and the chief financial officer of the Company stating that to their knowledge there does not exist any Event of Default or any condition or event which after notice or lapse of time, or both, would constitute an Event of Default, or specifying the nature and period of existence of each such Event of Default, condition or event and the action the Company is taking or proposes to take with respect thereto; (d) copies of all financial statements and reports sent by the Company to its shareholders and of all regular and periodic reports, if any, filed by it with the SEC pursuant to any statute administered by the SEC; and (e) such other information relating to the business and financial condition of the Company as may from time to time be reasonably requested by you. Except as and to the extent required by law or by any regulatory authority having jurisdiction over you, and except for disclosures to prospective transferees of any of your Debentures, you will not willfully disclose to others information obtained from any such inspection or discussion which the Company advises you is confidential in nature.
Appears in 1 contract
Samples: Debenture Agreement (Earthcare Co)
Financial Statements and Compliance Certificates. The Company will, and will cause each Subsidiary to, keep true books of record and account in which full, true true, and correct entries in all material respects in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities. The For a period of three years after the Closing Date, or until such earlier date on which no Shares issued and outstanding as of the Closing remain issued and outstanding, the Company immediately upon public filing shall furnish furnish, by email, facsimile or overnight mail, to each holder of any of the DebenturesShares:
(ai) as soon as available and in any event within 47 days after the close of each fiscal quarter, commencing with the fiscal quarter ending September 30, 19992001, an unaudited a consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter and consolidated statements of income, stockholders' equity, operations and cash flows of the Company and its consolidated Subsidiaries for such quarter and for the expired portion of the then current fiscal year, setting forth comparable figures for the same quarter and expired portion of the previous fiscal year, and prepared and certified by the chief financial or accounting officer of the Company, subject to year-end audit adjustment;
(bii) as soon as available and in any event within 92 days after the close of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and consolidated statements of incomeoperations, stockholders' equity, and cash flows of the Company for such fiscal year, setting forth comparable figures for the previous fiscal year, all reported upon, and certified, by PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing;
(ciii) with each financial statement required to be delivered pursuant to the provisions of paragraph (a) or (bii) above, a certificate of the President and the chief financial or accounting officer of the Company stating that to their the best of his knowledge there does not exist any Event of Default or any condition or event which after notice or lapse of time, or both, would constitute an Event of Default, or specifying the nature and period of existence of each such Event of Default, condition or event and the action the Company is taking or proposes to take with respect thereto;; and
(div) copies of all financial statements and reports sent by the Company to its shareholders and of all regular and periodic reports, if any, filed by it with the SEC Commission pursuant to any statute statute, rule, or regulation administered by the SEC; and
(e) such other information relating to the business and financial condition of the Company as may from time to time be reasonably requested by you. Except as and to the extent required by law or by any regulatory authority having jurisdiction over you, and except for disclosures to prospective transferees of any of your Debentures, you will not willfully disclose to others information obtained from any such inspection or discussion which the Company advises you is confidential in natureCommission.
Appears in 1 contract
Financial Statements and Compliance Certificates. The Company will, and will cause each Material Subsidiary to, keep books of record and account in which full, true and correct entries in all material respects in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities. The Company shall furnish to each holder Holder of any of the DebenturesNotes:
(a) as soon as available and in any event within 47 50 days after the close of each fiscal quarter, commencing with the fiscal quarter ending September June 30, 19992000, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter and consolidated statements of income, stockholders' equity, and cash flows of the Company and its consolidated Subsidiaries for such quarter and for the expired portion of the then current fiscal year, setting forth comparable figures for the same quarter and expired portion of the previous fiscal year, and prepared and certified by the chief financial officer of the Company, subject to year-end audit adjustment;
(b) as soon as available and in any event within 92 105 days after the close of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and statements of income, stockholders' equity, and cash flows of the Company for such fiscal year, setting forth comparable figures for the previous fiscal year, all reported upon, and certified, by PriceWaterhouseCoopers KPMG LLP or other independent certified public accountants of nationally recognized standing;
(c) with each financial statement required to be delivered pursuant to the provisions of paragraph (a) or (b) above, a certificate of the President and the chief financial officer of the Company stating that to their knowledge there does not exist any Event of Default or any condition or event which after notice or lapse of time, or both, would constitute an Event of Default, or specifying the nature and period of existence of each such Event of Default, condition or event and the action the Company is taking or proposes to take with respect thereto;
(d) copies of all financial statements and reports sent by the Company to its shareholders and of all regular and periodic reports, if any, filed by it with the SEC pursuant to any statute administered by the SEC; and
(e) such other information relating to the business and financial condition of the Company as may from time to time be reasonably requested by you. Except as and to the extent required by law or by any regulatory authority having jurisdiction over you, and except for disclosures to prospective transferees of any of your DebenturesNotes, you will not willfully disclose to others information obtained from any such inspection or discussion the Company, which the Company advises you is confidential in nature.
Appears in 1 contract
Samples: Note Agreement (Gp Strategies Corp)
Financial Statements and Compliance Certificates. The Company will, and will cause each Subsidiary to, keep books of record and account in which full, true and correct entries in all material respects in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities. The Company shall furnish deliver the following to the Agent, all in form and detail satisfactory to the Agent and Majority Banks and in such number of copies as each holder of any of the DebenturesBank may request:
(a) as soon as available and in any event within 47 available, but not later than sixty (60) days after and as of the close of each fiscal quarterof the Company's quarterly accounting periods, commencing beginning with the fiscal quarter ending September 30August 2, 19991997:
(i) a financial statement for the Company prepared by the Company on a consolidated and consolidating basis, an unaudited consolidated which shall include the Company's balance sheet of the Company and its consolidated Subsidiaries as of the end close of such quarter and consolidated statements of income, stockholders' equityperiod, and cash flows the Company's statement of the Company and its consolidated Subsidiaries income for such quarter period and for the expired that portion of the then current fiscal yearyear ending with such period, setting forth comparable figures for prepared on a consolidated basis; and
(ii) a certificate from a Responsible Officer that the same quarter financial statements are complete and expired portion of the previous fiscal year, correct and prepared and certified by the chief financial officer of fairly present the Company, subject to year-end audit adjustment's financial condition and results of operations;
(b) as soon as available and in any event within 92 available, but not later than sixty (60) days after and as of the close of each fiscal year of the Company's first, second and third quarter accounting periods, beginning with the quarter ending August 2, 1997:
(i) a balance sheet Compliance Certificate from a Responsible Officer that there exists no Event of Default or circumstance which, upon a lapse of time or giving of notice or both, would become an Event of Default, and calculating compliance with Sections 6.02 and 6.03 of this Agreement; and
(ii) a copy of the Company as of the end of such Company's filed Securities and Exchange Commission Report 10-Q for said fiscal year and statements of income, stockholders' equity, and cash flows of the Company for such fiscal year, setting forth comparable figures for the previous fiscal year, all reported upon, and certified, by PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standingquarter;
(c) with each financial statement required to be delivered pursuant to the provisions of paragraph as soon as available, but not later than one hundred twenty (a120) or (b) above, a certificate days after and as of the President close of each of the Company's fiscal years:
(i) a complete copy of the Company's audit report for such year, together with a copy of the Company's filed Securities and Exchange Commission Report 10-K for said fiscal year, which audit report shall include at least the Company's balance sheet as of the close of such year and the chief financial officer Company's statement of income and retained earnings and statement of cash flow for such year, all prepared on a consolidated basis and certified by Deloitte & Touche or another nationally recognized independent public accountant selected by the Company stating Company, which certificate shall not be qualified in any manner whatsoever; and
(ii) a Compliance Certificate from a Responsible Officer that to their knowledge there does not exist any exists no Event of Default or any condition or event which after notice or circumstance which, upon a lapse of time, time or giving of notice or both, would constitute become an Event of Default, or specifying the nature and period calculating compliance with Sections 6.02 and 6.03 of existence of each such Event of Default, condition or event and the action the Company is taking or proposes to take with respect thereto;this Agreement.
(d) copies upon the request of all the Agent or any Bank, but no more frequently than annually, the Company's financial statements plan, updated as appropriate, covering the remaining period until the Revolving Termination Date, and reports sent by the Company to its shareholders including quarterly balance sheet and of all regular cash flow projections, and periodic reports, if any, filed by it with the SEC pursuant to any statute administered by the SEC; andannual income statement projections.
(e) such other information relating to the business and financial condition of the Company as may from time to time be reasonably requested by you. Except such other information as and to the extent required by law or by any regulatory authority having jurisdiction over youAgent, and except for disclosures to prospective transferees at the request of any of your DebenturesBank, you will not willfully disclose to others information obtained from any such inspection or discussion which the Company advises you is confidential in naturemay reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Ross Stores Inc)
Financial Statements and Compliance Certificates. The Company will, and will cause each Subsidiary to, keep true books of record and account in which full, true and correct entries in all material respects in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities. The For a period of three years after the Closing Date, the Company shall furnish to each holder of any of the Debenturesfurnish:
(a) to the Placement Agent, as soon as available and in any event within 47 days after the close of each fiscal quarterquarter (except the last fiscal quarter of each fiscal year of the Company), commencing with the fiscal quarter ending September 30March 31, 19992000, an unaudited a consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter and consolidated statements of income, stockholders' equity, operations and cash flows of the Company and its consolidated Subsidiaries for such quarter and for the expired portion of the then current fiscal year, setting forth comparable figures for the same quarter and expired portion of the previous fiscal year, and prepared and certified by the chief financial officer Chief Financial Officer of the Company, subject to year-end audit adjustment;
(b) to each holder of the Shares and the Placement Agent, as soon as available and in any event within 92 107 days after the close of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and consolidated statements of incomeoperations, stockholders' equity, and cash flows of the Company for such fiscal year, setting forth comparable figures for the previous fiscal year, all reported upon, and certified, by PriceWaterhouseCoopers LLP or other independent certified public accountants of nationally recognized standing;
(c) with each financial statement required to be delivered pursuant to the provisions of paragraph (a) or (b) above, a certificate of the President and the chief financial officer Chief Financial Officer of the Company stating that to their the best of his knowledge there does not exist any Event of Default or any condition or event which after notice or lapse of time, or both, would constitute an Event of Default, or specifying the nature and period of existence of each such Event of Default, condition or event and the action the Company is taking or proposes proposed to take with respect thereto;; and
(d) to the Placement Agent, promptly upon transmission thereof, copies of all financial statements and reports sent by the Company to its shareholders and of all regular and periodic reports, if any, filed by it with the SEC Commission pursuant to any statute administered by the SEC; and
(e) such other information relating to the business and financial condition of the Company as may from time to time be reasonably requested by youCommission. Except as and to the extent required by law or by any regulatory authority having jurisdiction over you, and except for disclosures to prospective transferees of any of your DebenturesShares, you will not willfully disclose to others information obtained from any such inspection or discussion which the Company advises you is confidential in nature.
Appears in 1 contract
Financial Statements and Compliance Certificates. The Company will, and will cause each Subsidiary to, keep books of record and account in which full, true and correct entries in all material respects in accordance with generally accepted accounting principles will be made of all dealings or transactions in relation to its business and activities. The Company shall furnish to each holder of any of the DebenturesNotes:
(a) as soon as available and in any event within 47 48 days after the close of each fiscal quarter, commencing with the fiscal quarter ending September June 30, 19992004, an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the end of such quarter and consolidated statements of income, stockholders' equity, and cash flows of the Company and its consolidated Subsidiaries for such quarter and for the expired portion of the then current fiscal year, setting forth comparable figures for the same quarter and expired portion of the previous fiscal year, and prepared and certified by the chief financial officer of the Company, subject to year-end audit adjustment;
(b) as soon as available and in any event within 92 94 days after the close of each fiscal year of the Company, a balance sheet of the Company as of the end of such fiscal year and statements of income, stockholders' equity, and cash flows of the Company for such fiscal year, setting forth comparable figures for the previous fiscal year, all reported upon, and certified, by PriceWaterhouseCoopers LLP or other the Company's independent certified public accountants of nationally recognized standingaccountants;
(c) with each financial statement required to be delivered pursuant to the provisions of paragraph (a) or (b) above, a certificate of the President and the chief financial officer of the Company stating that to their knowledge there does not exist any Event of Default or any condition or event which after notice or lapse of time, or both, would constitute an Event of Default, or specifying the nature and period of existence of each such Event of Default, condition or event and the action the Company is taking or proposes to take with respect thereto;
(d) copies of all financial statements and reports sent by the Company to its shareholders and of all regular and periodic reports, if any, filed by it with the SEC Commission pursuant to any statute administered by the SECCommission; and
(e) such other information relating to the business and financial condition of the Company as may from time to time be reasonably requested by you. Except as and to the extent required by law or by any regulatory authority having jurisdiction over you, and except for disclosures to prospective transferees of any of your DebenturesNotes, you will not willfully disclose to others information obtained from any such inspection or discussion which the Company advises you is confidential in nature.
Appears in 1 contract
Samples: Note Agreement (Nestor Inc)
