Financial Statements and Information. Furnish to the Agent each of the following: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries; (b) as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries; (c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party; (d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries; (e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and (f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agent.
Appears in 5 contracts
Samples: Term Loan Credit Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.), Term Loan Agreement (Animal Health International, Inc.)
Financial Statements and Information. Furnish The Company will keep books of account and prepare financial statements and will cause to be furnished to each Major Investor (as defined below) the Agent each following reports (all of the following:foregoing and following to be kept and prepared in accordance with United States generally accepted accounting principles applied on a consistent basis), provided, however, that the Company shall not be obligated pursuant to this Section 4.1(a) to provide financial information to any person whom the Company reasonably believes is a competitor of the Company. As used herein, the term “Major Investor” means any Investor owning (either individually or collectively with its affiliates) not less than 1,500,000 shares of Registrable Securities (as adjusted for stock splits, stock dividends, combinations and other reclassifications) and each transferee who holds no less than that number of shares of Registrable Securities.
(ai) as As soon as available and practicable, but in any event within ninety sixty (9060) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements the Company will furnish to each Major Investor (A) preliminary, unaudited consolidated balance sheets of the Credit Parties Company and their Subsidiaries;its subsidiaries, if any, as at the end of such fiscal year, and preliminary, unaudited consolidated statements of income and losses, stockholders’ equity and cash flows of the Company and its subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail.
(bii) as As soon as practicable, but in any event within five (5) months after the end of each fiscal year of the Company, the Company will furnish to each Major Investor (A) audited consolidated balance sheets of the Company and its subsidiaries, if any, as at the end of such fiscal year, and audited consolidated statements of income and losses, stockholders’ equity and cash flows of the Company and its subsidiaries, if any, for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, if any, all in reasonable detail and accompanied by a report and opinion thereon by independent auditors selected by the Board of Directors, and (B) a copy of such auditors’ management letter prepared in connection therewith, if any (such management letter is to be made available and promptly after receipt by the Company, which may be greater than the aforesaid five (5) month period).
(iii) As soon as practicable after the end of each of the first three quarters of the fiscal year, but in any event within thirty (30) days after the end of each calendar monthsuch quarter, Monthly Unaudited Financial Statements the Company will furnish to each Major Investor the unaudited consolidated balance sheets of the Credit Parties Company and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereofits subsidiaries, (1) an Officer’s Certificateif any, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date end of such certificatequarter, and providing an explanation its unaudited consolidated statements of income and losses, stockholders’ equity and cash flows for such quarter, setting forth in each case in comparative form the figures for the corresponding period of the reasons why each preceding fiscal year, all in reasonable detail, and except that such Subsidiary is financial statements may not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;contain notes and will be subject to year-end adjustment.
(div) as As soon as available and in any event within five (5) Business Days practicable after the date end of issuance thereof (if any such audit report or management letter is ever issued)each month, any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and but in any event within thirty (30) business days prior thereafter, the Company will furnish to each Major Investor (A) the commencement unaudited consolidated balance sheet of the Company and its subsidiaries, if any, as of the end of such month and its unaudited statement of income and losses, stockholders’ equity and cash flows for such month, indicating actual results versus the Company’s plan for such month, setting forth in each case in comparative form the figures for the corresponding period of the preceding fiscal year, except that such financial statements may not contain notes and will be subject to year-end adjustment, and (B) a progress report from the Company’s Chief Executive Officer (the “CEO”) (provided such monthly financial information and progress report may be delivered via e-mail), outlining the status of the Company’s research, development, sales, marketing and other operating activities (personnel, financing, etc.).
(v) As soon as practicable, but in any event within 30 days before the beginning of each fiscal year, the Company will furnish to each Major Investor an annual operating plan and budget for the following fiscal year (which budget and plan shall include capital and operating expense budgets, cash flow projections, profit and loss projections and projected balance sheets for such year), accompanied by a report from the CEO detailing the assumptions underlying the budget and any other information necessary to make such budget and plan accurate and not misleading, and, as soon as practicable after the adoption thereof, copies of any revisions to such annual operating plan.
(vi) The Company will furnish to each Major Investor prompt notice of any material default of the Credit PartiesCompany under any bond, management-prepared Consolidated financial projections note, indenture or other debt instrument representing indebtedness for borrowed money and of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; andany acceleration of indebtedness which may result therefrom.
(fvii) The Company will furnish to each Major Investor with reasonable promptness, such other information relating to respecting the business, properties or the condition or operations, financial conditionor other, operations and business affairs of any Credit Party the Company or any of its Subsidiaries subsidiary as any Major Investor may from time to time may be reasonably requested by the Agentrequest.
Appears in 3 contracts
Samples: Investor Rights Agreement (Alimera Sciences Inc), Investor Rights Agreement (Alimera Sciences Inc), Investor Rights Agreement (Alimera Sciences Inc)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBank:
(a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year Fiscal Year of the Credit PartiesBorrower, the Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiariesits Subsidiaries for such Fiscal Year;
(b) within 75 days after the first calendar day of each Fiscal Year, a budget for such Fiscal Year, which budget shall be prepared on a Fiscal Quarter basis and shall contain a projected, consolidated balance sheet, consolidated statement of earnings (broken out in reasonable detail by business segment) and a consolidated statement of cash flow of the Borrower and its Subsidiaries for such Fiscal Year. It is understood that
(i) any projections or budget furnished to the Bank are subject to significant uncertainties and contingencies, which are beyond the control of the Borrower and its Subsidiaries, (ii) no assurance is given by the Borrower and its Subsidiaries that such projections will be realized, and (iii) the actual results may differ from such projections and such differences may be material;
(c) within 45 days after the first three Fiscal Quarters of each Fiscal Year, the Quarterly Unaudited Financial Statements of the Borrower and its Subsidiaries;
(d) a Weekly International Borrowing Base Certificate as soon as available required by Section 2.2(a);
(e) the notices and information required to be delivered by Section 6.1(f) (or any comparable section) of the Domestic Credit Agreement;
(f) with reasonable promptness after the sending or filing thereof, copies of all reports and registrations statements which the Borrower or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange;
(g) in any event connection with the Durrat Project and the Diyaar Project, within thirty (30) 45 days after the end of each calendar month, Monthly Unaudited Financial Statements (i) copies of all standing instructions delivered to Ahli United Bank (to the extent not previously delivered), (ii) monthly statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit PartyAhli United Bank Deposit Account, and (2iii) if applicablecopies of any and all invoices issued by (x) the Durrat Joint Venture to Durrat, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by (y) the provisions of Section 6.10 hereof Diyaar Joint Venture to become a Guarantor at Diyaar and (z) Great Lakes LLC to (I) the request of Durrat Joint Venture and (II) the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the AgentDiyaar Joint Venture; and
(fh) such additional financial or other information relating as the Bank may reasonably request. Together with each delivery of the Annual Audited Financial Statements and the Quarterly Unaudited Financial Statements, the Borrower will deliver to the Bank a Compliance Certificate substantially in the form of Exhibit D hereto, showing (in reasonable detail and appropriate calculations and computations in form reasonably satisfactory to the Bank) compliance with the financial conditioncovenants set forth in Section 9.5, operations stating that there exists no Event of Default or Default, or, if any such Event of Default or Default exists, stating the nature thereof, the period of existence thereof and business affairs what action the Borrower has taken or proposes to take with respect thereto. The Bank is authorized to deliver a copy of any Credit Party or information and financial statement delivered to it pursuant to this Agreement to Ex-Im Bank and any of its Subsidiaries as from time to time may be reasonably requested by Governmental Authority having jurisdiction over the AgentBank.
Appears in 2 contracts
Samples: International Letter of Credit Agreement (Great Lakes Dredge & Dock CORP), International Letter of Credit Agreement (Great Lakes Dredge & Dock Corp)
Financial Statements and Information. Furnish to the Agent and each Lender copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (b) as soon as available and in any event within thirty forty-five (3045) days after the end of each calendar monthquarter (excluding the fourth quarter) of each fiscal year of the Company, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in Subsections 6.3(aclauses (a) and 6.3(b(b) hereof, (1) an Officer’s Certificate's Certificate which shall include such schedules, signed by a Responsible Officer of applicable Credit Partycomputations and other information, and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be reasonably required by the provisions of Section 6.10 hereof Agent or any Lender to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer of the applicable Credit Party;
Company; (d) as soon as available promptly upon their becoming available, all financial statements (other than the Annual Audited Financial Statements and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issuedQuarterly Unaudited Financial Statements), any (1) interim or special audit report made by independent accountants of registration statements, reports and proxy statements which the books of the Credit Parties Company or any of their its Subsidiaries or (2) management letter prepared by may file with the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) aboveSecurities and Exchange Commission, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any Lender. In addition to the financial information and reports to be delivered in accordance with the prior sentence, if the most recent Annual Audited Financial Statements or Quarterly Unaudited Financial Statements of the Company, as applicable, demonstrate that the financial condition of the Company and its Subsidiaries, on a consolidated basis, has been negatively impacted as at the end of the immediately preceding fiscal quarter or fiscal year represented by such Annual Audited Financial Statements or Quarterly Unaudited Financial Statements, as applicable, for one or more reasons (said determination of negative impact to be made by the Agent in its reasonable discretion), upon the periodic request of the Agent (until the conditions attributable to such negative impact have been addressed and rectified to the reasonable satisfaction of the Agent), the Company agrees that it shall promptly provide the Agent and the Lenders with additional information relating to the financial condition and affairs of the Company and its Subsidiaries as may be reasonably requested by the Agent, including, but not limited to, reports setting out in sufficient detail the financial performance of each retail location for any and all stores and operations maintained by the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, information required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.2 shall be deemed to have been delivered if such information shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx and the Company shall have notified the Agent of the availability of all such financial information; provided, that the Company shall deliver paper copies of such information to the Agent or any Lender that reasonably requests such delivery. Information required to be delivered pursuant to this Section 5.2 (other than a Notice of Default) may also be delivered by electronic means pursuant to Section 9.2(b).
Appears in 2 contracts
Samples: Term Loan Agreement (Whole Foods Market Inc), Revolving Credit Agreement (Whole Foods Market Inc)
Financial Statements and Information. Furnish or caused to be furnished (which may be by electronic access) to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit PartiesParent, Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
the Parent; (b) as soon as available and in any event within thirty (30) 50 days after the end of each calendar monthquarter (except the last quarter) of each fiscal year of the Parent, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
the Parent; (c) concurrently with the financial statements provided for in Subsections 6.3(aSections 5.2(a) and 6.3(b(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date applicable date, all certified as true, correct and complete by a managing director, vice president, senior vice president, controller, a co-controller of such certificate, Borrower and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Parent; (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Parent or the Borrower or any of its Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower or to the Parent of the respective Credit Parties Rating of each, or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower and the Parent as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent.. The financial calculations for Sections 5.3, 5.15 and 6.4 shall be made (1) on the date of each Loan or issuance, renewal or extension of a Letter of Credit using the best information available to the Borrower, and (2) on the last day of each of the Parent’s fiscal quarters. Table of Contents
Appears in 2 contracts
Samples: Credit Agreement (Archstone Smith Trust), Credit Agreement (Archstone Smith Operating Trust)
Financial Statements and Information. Furnish The Company shall furnish or cause to be furnished to the Agent each of the followingPayee:
(a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year (or such time as permitted under Rule 12b-25 of the Credit PartiesSecurities Exchange Act of 1934, Annual Audited Financial Statements as amended; provided however, that in no event shall the Company be permitted more than one extension pursuant to either Section 6A(ix)(a) or (b)), a copy of the Credit Parties audited consolidated balance sheet of the Company and their its Subsidiaries, together with the related statements of income, changes in stockholder's equity, changes in cash flows as of the end of and for such fiscal year, all reported on by the accountants to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties first three fiscal quarters of each fiscal year (or such time as permitted under Rule 12b-25 of the Securities Exchange Act of 1934, as amended; provided, however, that in no event shall the Company be permitted more than one extension pursuant to either Section 6A(ix)(a) or (b); provided, further, however, that the extension with respect to the restatement of the quarterly report for the period ending April 30, 2004 shall not be deemed to count as an extension pursuant to (i) above), a copy of the consolidated balance sheet of the Company and their Subsidiarieseach of its Subsidiaries together with the related statements of income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, all certified by one of its financial officers as presenting fairly in all material respects the financial conditions and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with promptly after the financial same become publicly available, copies of all periodic and other reports, proxy statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required other materials filed by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties Company or any of their Subsidiaries its Subsidiary with the SEC or (2) management letter prepared with any national securities exchange, or distributed by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party Company or any of its Subsidiaries to its shareholders, as from time the case may be; and
(d) promptly following any request therefor, such other information regarding the business, financial condition or operations of the Company or compliance with the terms of this Note, as the Payee may reasonably request, subject to time may be reasonably requested by customary confidentiality agreements and without causing undue expense to the AgentCompany or undue distraction of its employees or management.
Appears in 2 contracts
Samples: Senior Secured Grid Note (Enhance Biotech Inc), Senior Secured Grid Note (Enhance Biotech Inc)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBanks:
(a) as soon as available available, and in any event within ninety 120 days after the end of each fiscal year of Panhandle Eastern, a copy of the annual audit report of Panhandle Eastern and its Subsidiaries for such fiscal year containing a balance sheet, statement of income and stockholders equity and a cash flow statement, all in reasonable detail and certified by PriceWaterhouseCoopers or another independent certified public accountant of recognized standing reasonably satisfactory to the Banks; and
(90b) as soon as available, and in any event within 120 days after the end of each fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements an unaudited financial report of the Credit Parties Borrower and their Subsidiaries;its Subsidiaries for such fiscal year containing a balance sheet, statement of income and stockholders equity and cash flow statement, all in reasonable detail and certified by a financial officer of such Loan Party to have been prepared in accordance with GAAP, except as may be explained in such certificate; and
(bc) as soon as available available, and in any event within thirty (30) 60 days after the end of each calendar monthquarterly accounting period in each fiscal year of Panhandle Eastern and the Borrower (excluding the fourth quarter), Monthly Unaudited Financial Statements an unaudited financial report of Panhandle Eastern and its Subsidiaries and the Credit Parties Borrower and their Subsidiaries;
(c) concurrently with its Subsidiaries as at the financial end of such quarter and for the period then ended, containing a balance sheet, statements provided for of income and stockholders equity and a cash flow statement, all in Subsections 6.3(a) reasonable detail and 6.3(b) hereof, (1) an Officer’s Certificate, signed certified by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date financial officer of such Loan Party to have been prepared in accordance with GAAP, except as may be explained in such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) such additional financial or other information as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;Banks may reasonably request; and
(e) copies of all regular, periodic and special reports, and all registration statements, that such Loan Party files with the SEC or any governmental authority that may be substituted therefor, or with any national securities exchange. All financial statements specified in clauses (a), (b) and (c) above shall be furnished in Consolidated form for Panhandle Eastern and its Subsidiaries and the Borrower and its Subsidiaries with comparative Consolidated figures for the corresponding period in the preceding year. Together with each delivery of financial statements required by clauses (a), (b) and (c) above, each of Panhandle Eastern and the Borrower, as soon as available and in any event within thirty (30) days prior applicable, will deliver to the commencement Banks an Officer’s Certificate stating that there exists no Event of Default or Default, or, if any such Event of Default or Default exists, stating the nature thereof, the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto. Together with each fiscal year delivery of the Credit Partiesfinancial statements required by clauses (a) and (c) above, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating Panhandle Eastern will deliver to the financial condition, operations and business affairs Banks an Officer’s Certificate demonstrating compliance with the covenant set forth in Section 6.1 (Financial Covenant). The Banks are authorized to deliver a copy of any Credit Party financial statement delivered to it to any regulatory body having jurisdiction over them, and to disclose same to any prospective assignees or any of its Subsidiaries as from time to time may be reasonably requested by the Agentparticipant Banks.
Appears in 2 contracts
Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBanks:
(a) as soon as available available, and in any event within ninety 120 days after the end of each fiscal year of Panhandle, a copy of the annual audit report of Panhandle and its Subsidiaries for such fiscal year containing a balance sheet, statement of income and stockholders equity and a cash flow statement, all in reasonable detail and certified by PriceWaterhouseCoopers or another independent certified public accountant of recognized standing reasonably satisfactory to the Banks accompanied by a report and opinion of such independent certified public accountant of nationally recognized standing, which report and opinion shall be prepared in accordance with generally 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; and
(90b) as soon as available, and in any event within 120 days after the end of each fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements an unaudited financial report of the Credit Parties Borrower and their Subsidiaries;its Subsidiaries for such fiscal year containing a balance sheet, statement of income and stockholders equity and cash flow statement, all in reasonable detail and certified by a financial officer of such Loan Party to have been prepared in accordance with GAAP, except as may be explained in such certificate; and
(bc) as soon as available available, and in any event within thirty (30) 60 days after the end of each calendar monthquarterly accounting period in each fiscal year of Panhandle and the Borrower (excluding the fourth quarter), Monthly Unaudited Financial Statements an unaudited financial report of Panhandle and its Subsidiaries and the Credit Parties Borrower and their Subsidiaries;
(c) concurrently with its Subsidiaries as at the financial end of such quarter and for the period then ended, containing a balance sheet, statements provided for of income and stockholders equity and a cash flow statement, all in Subsections 6.3(a) reasonable detail and 6.3(b) hereof, (1) an Officer’s Certificate, signed certified by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date financial officer of such Loan Party to have been prepared in accordance with GAAP, except as may be explained in such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) such additional financial or other information as soon the Banks may reasonably request; and
(e) copies of all regular, periodic and special reports, and all registration statements, that such Loan Party files with the SEC or any governmental authority that may be substituted therefor, or with any national securities exchange. All financial statements specified in clauses (a), (b) and (c) above shall be furnished in Consolidated form for Panhandle and its Subsidiaries and the Borrower and its Subsidiaries with comparative Consolidated figures for the corresponding period in the preceding year. Together with each delivery of financial statements required by clauses (a), (b) and (c) above, each of Panhandle and the Borrower, as available applicable, will deliver to the Banks an Officer’s Certificate stating that there exists no Event of Default or Default, or, if any such Event of Default or Default exists, stating the nature thereof, the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto. Together with each delivery of financial statements required by clauses (a) and (c) above, Panhandle will deliver to the Banks an Officer’s Certificate demonstrating compliance with the covenant set forth in Section 6.1 (Financial Covenant). The Banks are authorized to deliver a copy of any financial statement delivered to it to any regulatory body having jurisdiction over them, and to disclose same to any prospective assignees or participant Banks. Documents required to be delivered pursuant to this Section 5.1 may be delivered electronically; provided that the Loan Parties shall deliver paper copies of such documents to the Agent or any Bank upon its request to the Loan Parties to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Bank. The Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event within five (5) Business Days after event, shall have no responsibility to monitor compliance by the date of issuance thereof (if Loan Parties with any such audit report request by a Bank for delivery, and each Bank shall be solely responsible for requesting delivery to it or management letter is ever issued)maintaining its copies of such documents. Each Loan Party hereby acknowledges that (a) the Agent may, any (1) interim but shall not be obligated to, make available to the Banks materials and/or information provided by or special audit report made by independent accountants on behalf of the books Loan Parties hereunder (collectively, the “Borrower Materials”) by posting the Borrower Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Credit Parties or any of their Subsidiaries or Banks (2each, a “Public Lender”) management letter prepared by the independent may have personnel who do not wish to receive material non-public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, information with respect to the internal audit and financial controls Loan Parties or their respective Affiliates, or the respective securities of any of the Credit Parties foregoing, and their Subsidiaries;
who may be engaged in the investment and other market-related activities with respect to such Persons’ securities. Each Loan Party hereby agrees that (ew) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC,” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” such Loan Party shall be deemed to have authorized the Agent and the Banks to treat such Borrower Materials as soon as available and in not containing any event within thirty (30) days prior material non-public information with respect to the commencement of each fiscal year such Loan Party or its securities for purposes of the Credit Parties, management-prepared Consolidated financial projections United States Federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Credit Parties Platform designated “Public Side Information;” and their Subsidiaries (z) the Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and posting on a monthly basis portion of the Platform not designated “Public Side Information.” The Platform is provided “as is” and “as available.” The Agent does not warrant the accuracy or completeness of the Borrower Materials or the adequacy of the Platform, and expressly disclaims liability for errors in or omissions from the upcoming fiscal year and on an annual basis only Borrower Materials. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for the two (2) fiscal years thereafter)a particular purpose, such projections to be prepared and submitted in such format and detail as reasonably requested non-infringement of third party rights or freedom from viruses or other code defects, is made by the Agent in connection with the Borrower Materials or the Platform. In no event shall the Agent; and
(f) such other information relating to the financial condition, operations and business affairs any of any Credit Party its Affiliates or any of the partners, directors, officers, employees or representatives of the Agent or its Subsidiaries as from time Affiliates have any liability to time may be reasonably requested by any Loan Party, any Bank or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Loan Party’s or the Agent’s transmission of Borrower Materials through the Internet.
Appears in 2 contracts
Samples: Credit Agreement (Panhandle Eastern Pipe Line Co Lp), Credit Agreement (Southern Union Co)
Financial Statements and Information. Furnish to the Agent each of the following:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
(b) as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within twenty (20) days after the end of each calendar month, an Accounts report in a form as may be reasonably required or requested by the Agent setting forth the sales, collections and total customer debits and credits for the Borrower, on a Consolidated and consolidating basis, for such month, certified by a Responsible Officer of the Borrower; provided, however, that when Availability is less than $15,000,000 for ten (10) consecutive Business Days, such Accounts report shall be furnished weekly within three (3) Business Days after the end of each week, and such weekly reporting shall remain in effect thereafter until Availability is $15,000,000 or greater for thirty (30) consecutive days;
(f) as soon as available and in any event within twenty (20) days after the end of each calendar month, an Inventory Designation Report in the form of Exhibit G;
(g) as soon as available and in any event within twenty (20) days after the end of each calendar month, Account agings and reconciliations, accounts payable agings and reconciliations, lockbox statements and all other schedules, computations and other information, all in reasonable detail, as may be reasonably required or requested by the Agent with regard to the Borrower and its Subsidiaries, all certified by a Responsible Officer of the Borrower;
(h) as soon as available and in any event within twenty (20) days after the end of each calendar month, a Borrowing Base Compliance Certificate, signed by a Responsible Officer of the Borrower in the form attached hereto as Exhibit F;
(i) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(fj) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agent. The Agent reserves the right to require information required to be delivered in Sections 6.3(e)-(h) as frequently as weekly at any time an Event of Default does not exist based on the Agent’s Permitted Discretion or more frequently at any time Event of Default exists.
Appears in 2 contracts
Samples: Credit Agreement (Animal Health International, Inc.), Credit Agreement (Animal Health International, Inc.)
Financial Statements and Information. Furnish to the Agent and each Lender copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (b) as soon as available and in any event within thirty forty-five (3045) days after the end of each calendar monthquarter (excluding the fourth quarter) of each fiscal year of the Company, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in Subsections 6.3(aclauses (a) and 6.3(b(b) hereof, (1) an Officer’s CertificateCertificate which shall include such schedules, signed by a Responsible Officer of applicable Credit Partycomputations and other information, and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be reasonably required by the provisions of Section 6.10 hereof Agent or any Lender to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer of the applicable Credit Party;
Company; (d) as soon as available promptly upon their becoming available, all financial statements (other than the Annual Audited Financial Statements and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issuedQuarterly Unaudited Financial Statements), any (1) interim or special audit report made by independent accountants of registration statements, reports and proxy statements which the books of the Credit Parties Company or any of their its Subsidiaries or (2) management letter prepared by may file with the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) aboveSecurities and Exchange Commission, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any Lender. In addition to the financial information and reports to be delivered in accordance with the prior sentence, if the most recent Annual Audited Financial Statements or Quarterly Unaudited Financial Statements of the Company, as applicable, demonstrate that the financial condition of the Company and its Subsidiaries, on a consolidated basis, has been negatively impacted as at the end of the immediately preceding fiscal quarter or fiscal year represented by such Annual Audited Financial Statements or Quarterly Unaudited Financial Statements, as applicable, for one or more reasons (said determination of negative impact to be made by the Agent in its reasonable discretion), upon the periodic request of the Agent (until the conditions attributable to such negative impact have been addressed and rectified to the reasonable satisfaction of the Agent), the Company agrees that it shall promptly provide the Agent and the Lenders with additional information relating to the financial condition and affairs of the Company and its Subsidiaries as may be reasonably requested by the Agent, including, but not limited to, reports setting out in sufficient detail the financial performance of each retail location for any and all stores and operations maintained by the Company and/or any of its Subsidiaries. Notwithstanding the foregoing, information required to be delivered pursuant to clauses (a), (b) and (d) of this Section 5.2 shall be deemed to have been delivered if such information shall be available on the website of the Securities and Exchange Commission at xxxx://xxx.xxx.xxx and the Company shall have notified the Agent of the availability of all such financial information; provided, that the Company shall deliver paper copies of such information to the Agent or any Lender that reasonably requests such delivery. Information required to be delivered pursuant to this Section 5.2 (other than a Notice of Default) may also be delivered by electronic means pursuant to Section 9.2(b).
Appears in 2 contracts
Samples: Term Loan Agreement (Whole Foods Market Inc), Revolving Credit Agreement (Whole Foods Market Inc)
Financial Statements and Information. Furnish The Borrower shall deliver to the Agent each of the following:
(a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit Partiesyear, Annual Audited Financial Statements of the Credit Parties Borrower in the form filed with the Securities and their SubsidiariesExchange Commission (publicly filing the Borrower’s 10-K with the Securities and Exchange Commission will satisfy the requirements of the subsection and shall be deemed furnished and delivered on the date such information has been posted on the Securities and Exchange Commission website available through xxxx://xxx.xxx.xxx or such successor webpage of the Securities and Exchange Commission);
(b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthfiscal quarter, Monthly Unaudited Quarterly Financial Statements of the Credit Parties Borrower in the form filed with the Securities and their SubsidiariesExchange Commission (publicly filing Borrower’s Form 10-Q with the Securities and Exchange Commission will satisfy the requirements of this subsection and shall be deemed furnished and delivered on the date such information has been posted on the Securities and Exchange Commission website available through xxxx://xxx.xxx.xxx or such successor webpage of the Securities and Exchange Commission);
(c) concurrently with the financial statements provided for in Subsections 6.3(aparagraphs (a) and 6.3(b(b) hereofabove:
(i) such schedules, (1) an Officer’s Certificatecomputations and other information, signed by a Responsible Officer of applicable Credit Partyin reasonable detail, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be reasonably required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any noncompliance therewith as of the date of such certificateapplicable date, all certified and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit PartyBorrower (or other authorised officer approved by the Agent) as true and correct in all material respects to the best knowledge of such officer; and
(ii) a Compliance Certificate duly executed by two officers of the Borrower (one of whom shall be a Responsible Officer);
(d) as soon as available promptly upon their becoming publicly available, each periodic report and in any event within five (5) Business Days after each registration statement or prospectus filed by the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties Borrower or any of their Subsidiaries its subsidiaries with any securities exchange or (2) management letter prepared by the independent public accountants who reported Securities and Exchange Commission or any successor agency; provided that publicly filing such documents with the Securities and Exchange Commission will satisfy the requirements of this subsection and shall be deemed furnished and delivered on the financial statements provided for in Subsection 6.3(a) above, with respect to date such information has been posted on the internal audit Securities and financial controls of the Credit Parties and their Subsidiaries;Exchange Commission website available through xxxx://xxx.xxx.xxx; and
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated such other financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information (including, without limitation, significant filings under state insurance holding company acts) relating to the condition (financial conditionor otherwise), operations and or business affairs of any Credit Party the Borrower or any of its Material Subsidiaries as from time to time may be reasonably requested by the Agent (or any Lender through the Agent).
Appears in 2 contracts
Samples: Standby Letter of Credit Facility (HCC Insurance Holdings Inc/De/), Standby Letter of Credit Facility (HCC Insurance Holdings Inc/De/)
Financial Statements and Information. Furnish to the Agent and each Lender each of the following:
: (a) as soon as available and in any event within ninety (90) 120 days after the end of each applicable fiscal year, beginning with the fiscal year of the Credit Partiesending on December 31, 1997, Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
Carrols Holdings; (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthfiscal quarter (other than the last fiscal quarter) of each applicable fiscal year, Monthly Unaudited Quarterly Financial Statements of the Credit Parties Borrower and their Subsidiaries;
Carrols Holdings; (c) concurrently with the financial statements provided for in Subsections 6.3(a7.2(a) and 6.3(b(b) hereof, (1) an Officer’s Certificatesuch schedules, signed by a Responsible Officer of applicable Credit Partycomputations and other information, and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by Agent to demonstrate compliance with the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date applicable date, all certified and signed by the president or chief financial officer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such certificateofficer and, and providing an explanation commencing with the quarterly financial statement prepared as of June 30, 1997, a compliance certificate ("Compliance Certificate") in the reasons why each form of Exhibit G hereto, duly executed by such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
authorized officer; (d) as soon as available by December 31 of each fiscal year, Borrower's annual business plan for the next fiscal year (including its balance sheet and in any event within five (5) Business Days after the date of issuance thereof (if any income and cash flow projections for such audit report or management letter is ever issuedfiscal year), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
; (e) as soon as available promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by any event within thirty (30) days prior to Obligor with, or received by any Obligor in connection therewith from, any securities exchange or the commencement of each fiscal year of the Credit PartiesSecurities and Exchange Commission or any successor agency, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of its Subsidiaries Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the Agentcorresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this Section 7.2 shall constitute a restatement of the representations contained in the last two sentences of Section 6.2.
Appears in 2 contracts
Samples: Loan Agreement (Carrols Corp), Loan Agreement (Carrols Corp)
Financial Statements and Information. Furnish to the Administrative Agent each of the following:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
(b) as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of the applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the AgentAdministrative Agent , but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within twenty (20) days after the end of each calendar month, (1) an Accounts report in a form as may be reasonably required or requested by the Administrative Agent setting forth the sales, collections and total customer debits and credits for the US Borrower and its Domestic Subsidiaries, on a Consolidated and consolidating basis, for such month, certified by a Responsible Officer of the US Borrower, and (2) an Accounts report in a form as may be reasonably required or requested by the Administrative Agent setting forth the sales, collections and total customer debits and credits for the Canadian Borrower and its Canadian Subsidiaries, on a Consolidated and consolidating basis, for such month, certified by a Responsible Officer of the Canadian Borrower; provided, however, that when Aggregate Availability is less than $15,000,000 for ten (10) consecutive Business Days, such Accounts report shall be furnished weekly within three (3) Business Days after the end of each week, and such weekly reporting shall remain in effect thereafter until Aggregate Availability is $15,000,000 or greater for thirty (30) consecutive days;
(f) as soon as available and in any event within twenty (20) days after the end of each calendar month, (1) an Inventory Designation Report with regard to the US Borrower and its Domestic Subsidiaries in the form of Exhibit G, and (2) an Inventory Designation Report with regard to the Canadian Borrower and its Canadian Subsidiaries;
(g) as soon as available and in any event within twenty (20) days after the end of each calendar month, (1) Account agings and reconciliations, accounts payable agings and reconciliations, lockbox statements and all other schedules, computations and other information, all in reasonable detail, as may be reasonably required or requested by the Administrative Agent with regard to the US Borrower and its Domestic Subsidiaries, all certified by a Responsible Officer of the US Borrower, and (2) Account agings and reconciliations, accounts payable agings and reconciliations, lockbox statements and all other schedules, computations and other information, all in reasonable detail, as may be reasonably required or requested by the Administrative Agent with regard to the Canadian Borrower and its Canadian Subsidiaries, all certified by a Responsible Officer of the Canadian Borrower;
(h) as soon as available and in any event within twenty (20) days after the end of each calendar month, (1) a Borrowing Base Compliance Certificate for the US Borrowing Base, signed by a Responsible Officer of the US Borrower in the form attached hereto as Exhibit F, and (2) a Borrowing Base Compliance Certificate for the Canadian Borrowing Base, signed by a Responsible Officer of the Canadian Borrower in the form attached hereto as Exhibit F;
(i) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the AgentAdministrative Agent ; and
(fj) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the AgentAdministrative Agent . The Administrative Agent reserves the right to require information required to be delivered in Sections 6.3(e)-(h) as frequently as weekly at any time an Event of Default does not exist based on the Administrative Agent ‘s Permitted Discretion or more frequently at any time Event of Default exists.
Appears in 2 contracts
Samples: Credit Agreement (Animal Health International, Inc.), Credit Agreement (Animal Health International, Inc.)
Financial Statements and Information. Furnish Deliver to the Agent each of the following:Lenders (either in hard copy or electronically):
(a) as soon as available available, and in any event within ninety (90) days 90 days, after the end of each fiscal year (i) a copy of the Credit Parties, Annual Audited Financial Statements consolidated annual audited financial statements of the Credit Parties Company and its Subsidiaries for such fiscal year containing a balance sheet, an income statement, a statement of shareholders' equity and a consolidated statement of cash flows, all in reasonable detail, together with the unqualified opinion of Deloitte & Touche or another independent certified public accountant of recognized national standing, that such statements have been prepared in accordance with GAAP, consistently applied, except as may be explained in such opinion, and fairly present in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis and the results of its and their operations as at the dates and for the periods indicated and (ii) a copy of the reconciliation sheet, certified by a financial officer of the Company, setting forth the adjustments required to the consolidated audited financial statements of the Company and its Subsidiaries referred to above in this paragraph (a) in order to arrive at the consolidated financial statements of the Company and its Restricted Subsidiaries;
(b) as soon as available available, and in any event within thirty (30) days 60 days, after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties first three quarterly accounting periods in each fiscal year (i) a copy of the consolidated unaudited financial statements of the Company and its Subsidiaries as at the end of such quarter and for the period then ended, containing a balance sheet, an income statement, a statement of shareholders' equity and a consolidated statement of cash flows, all in reasonable detail and certified by a financial officer of the Company to have been prepared in accordance with GAAP, consistently applied, except as may be explained in such certificate and except, in the case of interim statements, for year end audit adjustments and the absence of footnotes, and as fairly presenting in all material respects the financial condition of the Company and its Subsidiaries on a consolidated basis and the results of its and their operations as at the dates and for the periods indicated and (ii) a copy of the reconciliation sheet, certified by the Company, setting forth the adjustments required to the consolidated quarterly financial statements of the Company and its Subsidiaries referred to above in this paragraph (b) in order to arrive at the consolidated financial statements of the Company and its Restricted Subsidiaries;
(c) concurrently promptly after the filing thereof, copies of all statements and reports filed with the financial Securities and Exchange Commission, other than Form S-8 registration statements provided and other reports relating to employee benefit plans, supplements to registration statements relating solely to the pricing of securities offerings for in Subsections 6.3(a) which registration statements were previously filed and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit PartyForms D;
(d) as soon as available promptly, and in any event case within five (5) Business Days Days, after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants officer of the books Company obtains knowledge of an Event of Default or Default, an Officer's Certificate specifying the Credit Parties nature of such Event of Default or any Default, the period of their Subsidiaries or (2) management letter prepared by existence thereof, and what action the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, Company has taken and proposes to take with respect to the internal audit and financial controls of the Credit Parties and their Subsidiariesthereto;
(e) as soon as available promptly upon the Company's or any Subsidiary's receipt thereof, copies of all notices received from the FCC regarding the termination, cancellation, revocation or taking of any other materially adverse action with respect to any Material FCC Licenses;
(f) promptly upon the Company's or any Subsidiary's receipt thereof, copies of any notice received from any franchisors regarding the termination, cancellation or revocation of Franchise Agreements in connection with CATV Systems constituting 20% or more at any time of aggregate Basic Subscribers of the Company and in any event within thirty its Subsidiaries;
(30g) days prior together with the delivery of the financial statements required under clauses (a) and (b) of this Section 8.02, but only if such information is not otherwise then publicly available, the Company shall deliver to the commencement Administrative Agent a report setting forth with respect to the Company and its Subsidiaries (i) the number of Homes Passed by cable, (ii) the number of Basic Subscribers, and (iii) the number of Pay Units, in each fiscal year case as of the Credit Parties, management-prepared Consolidated financial projections end of the Credit Parties and their Subsidiaries for preceding fiscal quarter or fiscal year, as the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agentcase may be; and
(fh) promptly after request, such additional financial or other information relating to as the financial condition, operations and business affairs of any Credit Party Administrative Agent or any of its Subsidiaries as Lender acting through the Administrative Agent may reasonably request from time to time time. All financial statements specified in clauses (a) and (b) above shall be furnished with comparative consolidated figures for the corresponding period in the preceding year. Together with each delivery of financial statements required by clauses (a) and (b) above, the Company will deliver to each Lender (i) such schedules, computations and other information as may be reasonably requested required to demonstrate that the Company is in compliance with its covenants in Sections 8.01, 9.01(i), 9.03, 9.05 and 9.06 or reflecting any noncompliance therewith as at the applicable date, and (ii) an Officer's Certificate stating that, to the knowledge of such officer, there exists no Default or Event of Default or if, to the knowledge of such officer any such Default or Event of Default exists, stating the nature thereof, the period of existence thereof, and what action the Company has taken and proposes to take with respect thereto. Each Lender is authorized to deliver a copy of any financial statement delivered to it to any regulatory body having jurisdiction over it and to any other Person as may be required by applicable law, rules and regulations. Financial statements required to be delivered pursuant to Section 8.02(a)(i) or (b)(i) or statements and reports required to be delivered pursuant to Section 8.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) shall be deemed to have been delivered on the date on which notice is received by the AgentAdministrative Agent that such information has been posted on the Company's website on the Internet at xxx.xxx.xxx, at xxx.xxx/xxxxx/searchdgar/webusers.htm or at another website identified in such notice and accessible by the Lenders without charge (except in the case of statements of beneficial ownership of securities on Form 3, 4, or 5 which shall be deemed to have been delivered when so posted regardless of whether such notice is received). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Credit Agreement (Cox Communications Inc /De/), Five Year Credit Agreement (Cox Communications Inc /De/)
Financial Statements and Information. Furnish The Company will keep books of account and prepare financial statements and will cause to the Agent be furnished to each Major Investor holding at least twenty percent (20%) of the following:Investor Stock originally purchased by such Major Investor (or common stock issued upon conversion of such Investor Stock) (shares of Investor Stock (or common stock issued upon conversion of such Investor Stock) held by the partners, retired partners, members, stockholders or affiliated entities of a Major Investor, or the estates and family members of any such partners, retired partners, members and any trusts for the benefit of any of the foregoing persons shall be deemed to be held by a Major Investor for purposes of determining the number of shares of Investor Stock held by a Major Investor) (all of the foregoing and following to be kept and prepared in accordance with United States generally accepted accounting principles applied on a consistent basis):
(ai) as As soon as available and practicable, but in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements (1) a copy of the Credit Parties financial statements of the Company for such fiscal year containing a consolidated and their Subsidiariesconsolidating balance sheet, statement of income, statement of stockholders’ equity, and statement of cash flows, each as at the end of such fiscal year and for the period then ended and in each case setting forth in comparative form the figures for the preceding fiscal year, all in reasonable detail and audited and certified by independent certified public accountants of nationally recognized standing selected by the Company’s Board of Directors, approved by a majority of the Directors designated by the Investors pursuant to Section 5 hereof, (2) a comparison of the actual results during such fiscal year to those originally budgeted by the Company for such fiscal year and a narrative description and explanation of any budget variances, and (3) a copy of the auditor’s letter(s) to management in connection with such audit. The annual audit report required by this Agreement will not be qualified by or make reference to any disclosure that the Company may not continue as a going concern or otherwise be qualified or limited because of restricted or limited examination by the accountant of any portion of any of the records of the Company;
(bii) as As soon as available and practicable after the end of each of the first three (3) quarters of the fiscal year, but in any event within thirty (30) days after the end of each calendar monthsuch quarter, Monthly Unaudited Financial Statements the unaudited consolidated balance sheets of the Credit Parties Company and their its Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificateif any, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date end of such certificatequarter, and providing an explanation its unaudited consolidated statements of income and losses, stockholders’ equity and cash flows for such quarter, setting forth in each case in comparative form the figures for the corresponding period of the reasons why each such Subsidiary is not preceding fiscal year, all in reasonable detail. Such quarterly report shall include a Guarantornarrative, signed by a Responsible Officer summary description of the applicable Credit Party;Company’s operations for such quarter, from the Company’s Chief Executive Officer, indicating whether the Company is materially in compliance with this Agreement and other material agreements and discussing the Company’s performance highlights and setbacks, any material variances from the Company’s operating plan and budget, accompanied by an updated forecast of financial performance for the next four (4) quarters; and
(diii) as As soon as available and practicable after the end of each month, but in any event within five twenty (520) Business Days after days thereafter, the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants unaudited consolidated balance sheet of the books Company and its Subsidiaries, if any, as of the Credit Parties or any end of their Subsidiaries or (2) management letter prepared by such month and its unaudited statement of income and losses, stockholders’ equity and cash flows for such month, indicating actual results versus the independent public accountants who reported on Company’s plan for such month, setting forth in each case in comparative form the financial statements provided figures for in Subsection 6.3(a) above, with respect to the internal audit and financial controls corresponding period of the Credit Parties and their Subsidiariespreceding fiscal year;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agent.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent each of the following:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
(b) as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
; 44 Term Loan Agreement (e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agent.
Appears in 1 contract
Samples: Term Loan Agreement (Animal Health International, Inc.)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBank in duplicate:
(a) as soon as available available, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Credit PartiesBorrower, the Annual Audited Financial Statements of of
(i) the Credit Parties Borrower and their Subsidiariesits Subsidiaries prepared on a consolidated basis, and (ii) each Guarantor;
(b) as soon as available available, and in any event within one hundred eighty (180) days after the end of each year, a copy of Borrower's and each Guarantor's signed federal tax returns, including federal income tax returns, and all supporting documentation;
(c) as soon as available, and in any event within thirty (30) days after the end of each calendar monthmonth (including a month ending a fiscal year), Monthly Unaudited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by its Subsidiaries prepared on a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Partyconsolidated basis;
(d) as soon as available available, and in any event within twenty (20) Business Days after the end of each month, an International Borrowing Base Certificate dated within the past five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their SubsidiariesBank's receipt thereof;
(e) promptly after such request is submitted to the appropriate Governmental Authority, any request for waiver of funding standards or extension of amortization periods with respect to any employee benefit plan;
(f) contemporaneously therewith or within 10 days thereafter copies of all statements and reports sent to the stockholders of the Borrower or any Subsidiary, or filed with the Securities and Exchange Commission;
(g) such additional financial or other information as the Bank may reasonably request;
(h) as soon as available available, and in any event within thirty (30) 30 days prior to after the commencement end of each fiscal year calendar month, the Borrower's monthly inventory listing and accounts receivable aging schedule showing all of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties Borrower's inventory and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agentaccounts receivable; and
(fi) such other information relating as soon as available, and in any event within forty-five (45) days after the end of each quarter, quarterly financial statements of the Borrower. Together with each delivery of the Annual Audited Financial Statements, the Borrower will deliver to the financial conditionBank an Compliance Certificate in the form of Exhibit E hereto, operations stating that there exists no Event of Default or Default, or, if any such Event of Default or Default exists, stating the nature thereof, the period of existence thereof and business affairs what action the Borrower has taken or proposes to take with respect thereto. The Bank is authorized to deliver a copy of any Credit Party or information and financial statement delivered to it to the Eximbank and any of its Subsidiaries as from time to time may be reasonably requested by Governmental Authority having jurisdiction over the AgentBank.
Appears in 1 contract
Samples: International Revolving Loan Agreement (Natco Group Inc)
Financial Statements and Information. Furnish to the Agent it will, and will cause each of the followingits Subsidiaries to, keep and maintain proper books of account and other accounting records and it will furnish or cause to be furnished to each Lender:
(a) as soon as available and and, in any event event, within ninety (90) 60 days after the end of the first three quarterly accounting periods in each fiscal year year, copies of the Credit Parties, Annual Audited Financial Statements Consolidated and unconsolidated financial statements of the Credit Parties Borrower, and their Subsidiaries;the unconsolidated financial statements of each Subsidiary and Affiliate of the Borrower, prepared in-house in accordance with GAAP as of the close of such quarter, setting forth in each case in comparative form the figures for the corresponding periods of the previous fiscal year,
(b) as soon as available and and, in any event event, within thirty (30) 90 days after the end of each calendar monthfiscal year, Monthly Unaudited Financial Statements copies of the Credit Parties Consolidated and their Subsidiaries;unconsolidated financial statements of the Borrower, and the unaudited unconsolidated financial statements of each Subsidiary and Affiliate of the Borrower, as of the end of such fiscal year, together with comparative figures for the immediately preceding fiscal year, all prepared in accordance with GAAP in reasonable detail and accompanied, in the case of the Borrower, by the unqualified opinion thereon of the Auditors, except with respect to a qualification or exception relating to a change in its application of accounting principles, which change shall be concurred in by the Auditors,
(c) as soon as available and, in any event, within 120 days after the end of each fiscal year, the Borrower's annual report to its shareholders,
(d) within 90 days of its fiscal year end commencing with the fiscal year ending on August 31, 1998 an Annual Budget for the current fiscal year in form and substance acceptable to the Lenders,
(e) concurrently with the financial statements provided for referred to in Subsections 6.3(aSections 12.1.8(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable12.1.8(b), a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such compliance certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Borrower, substantially in the form of SCHEDULE "S", certifying (da) that the financial and other information contained therein is true and correct in all material respects as soon as available and in of the date the certificate is delivered to the Lenders, (b) that the officer executing such certificate has no knowledge of any event within five (5) Business Days after Default or Event of Default, which is continuing or, if such officer does have knowledge of any such Default or Event of Default, describing the Default or Event of Default, including the date of issuance thereof its commencement and any remedial action taken, (if c) that the officer executing such certificate has no knowledge of any such audit report Material Adverse Effect which has not been cured or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared waived in writing by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) aboveLenders, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agent.
Appears in 1 contract
Samples: Credit Agreement (Phoenix International Life Sciences Inc)
Financial Statements and Information. Furnish to the Agent and each Bank two copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (b) as soon as available and in any event within thirty forty-five (3045) days after the end of each calendar monthquarter (excluding the fourth quarter) of each fiscal year of the Company, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1i) such schedules, computations and other information, in reasonable detail, as may be reasonably required by the Agent or any Bank to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified as true, correct and complete by the chief executive officer, president, chief operating officer or chief financial officer of the Company, and (ii) an Officer’s 's Certificate, signed by a Responsible Officer the chief executive officer, president, chief operating officer or chief financial officer of applicable Credit Partythe Company; (d) promptly upon their becoming available, all financial statements (other than the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company or any of its Subsidiaries may file with the Securities and Exchange Commission, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any Bank. In addition to the financial information and reports to be delivered in accordance with the prior sentence, if the most recent Annual Audited Financial Statements or Quarterly Unaudited Financial Statements of the Company, as applicable, demonstrate that the financial condition of the Company and its Subsidiaries, on a consolidated basis, has been negatively impacted as at the end of the immediately preceding fiscal quarter or fiscal year represented by such Annual Audited Financial Statements or Quarterly Unaudited Financial Statements, as applicable, for one or more reasons (said determination of negative impact to be made by the Agent in its reasonable discretion), or if at any time Loans have been outstanding hereunder for longer than ninety (90) consecutive days, upon the periodic request of the Agent (until the conditions attributable to such negative impact have been addressed and rectified to the reasonable satisfaction of the Agent or until all Loans outstanding hereunder have been paid in full, whichever is applicable), the Company agrees that it shall promptly provide the Agent and the Banks with additional information relating to the financial condition and affairs of the Company and its Subsidiaries as may be reasonably requested by the Agent, including, but not limited to, reports setting out in sufficient detail the financial performance of each retail location for any and all stores and operations maintained by the Company and/or any of its Subsidiaries.
Appears in 1 contract
Financial Statements and Information. Furnish or caused to be furnished (which may be by electronic access) to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit PartiesParent, Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
the Parent; (b) as soon as available and in any event within thirty (30) 50 days after the end of each calendar monthquarter (except the last quarter) of each fiscal year of the Parent, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
the Parent; (c) concurrently with the financial statements provided for in Subsections 6.3(aSections 5.2(a) and 6.3(b(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date applicable date, all certified as true, correct and complete by a managing director, vice president, senior vice president, controller, a co-controller of such certificate, Borrower and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Parent; (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Parent or the Borrower or any of its Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower or to the Parent of the respective Credit Parties Rating of each, or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower and the Parent as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 shall be made (1) on the date of each Loan or issuance, renewal or extension of a Letter of Credit using the best information available to the Borrower, and (2) on the last day of each of the Parent’s fiscal quarters.
Appears in 1 contract
Financial Statements and Information. Furnish The Company shall furnish to the Agent each of the following:
Holder: (a) as soon as available practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, (i) copies of the quarterly and annual reports and of the other information, documents, and other reports which the Company files or is required to file with the SEC pursuant to the Exchange Act and of any other reports or information which the Company delivers or makes available to any of its security holders, at the time of filing such reports with the SEC or of delivery to the Company's security holders, as the case may be (but in no event later than the time such filing or delivery is required pursuant to the Exchange Act) or (ii) as soon as practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, quarterly reports for the four quarters of each fiscal year of the Company and annual reports which the Company would have been required to file under any provision of the Exchange Act if it had a class of securities listed on a national securities exchange or was otherwise required to file such reports under the Exchange Act, within fifteen Business Days of when such report would have been filed under Section 13 of the Exchange Act, together with copies of a consolidating balance sheet of the Company and its Subsidiaries as of the end of each such accounting period and of the related consolidating statements of income and cash flow for the portion of the fiscal year then ended, all in reasonable detail and all certified by the principal financial officer of the Company to present fairly the information contained therein in accordance with GAAP (and in the case of annual reports, including financial statements, audited and certified by the Company's independent public accountants as required under the Exchange Act); (b) within ninety (90) days after the end of each fiscal year year, a written statement by the Company's independent certified public accountants stating as to the Company and its Subsidiaries whether in connection with their audit examination, any Default or Event of Default has come to their attention; (c)
(i) within forty-five days after the end of the Credit Parties, Annual Audited Financial Statements four quarters of the Credit Parties Company's fiscal year and their Subsidiaries;
within ninety days after the end of the Company's fiscal year, an Officers' Certificate setting forth computations in reasonable detail showing, as at the end of such quarter or fiscal year, as the case may be, the Company's compliance with Sections 6.6, 6.7, 6.13, 6.14 and 6.15, and (bii) as soon as available and in any event within thirty (30) days after the end of each calendar monthfiscal quarter, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so Officers' Certificate stating that as of the date of such certificate, based upon such examination or investigation and providing review of this Agreement, as in the opinion of such signer is necessary to enable the signer to express an explanation informed opinion with respect thereto, to the best knowledge of such signer, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Agreement, and is not in default in the performance or observance of any of the reasons why each terms, provisions and conditions hereof, and to the best of such Subsidiary signer's knowledge, no Default or Event of Default exists or has existed during such period or, if a Default or Event of Default shall exist or have existed, specifying all such defaults, and the nature and period of existence thereof, and what action the Company has taken, is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
taking or proposes to take with respect thereto; (d) as soon as available and promptly after becoming aware of (i) the existence of a Default or Event of Default or any default in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books Collateral Documentation, (ii) any default or event of default under any Indebtedness of the Credit Parties Company or any of their Subsidiaries its Subsidiaries, (iii) any Litigation or (2) management letter prepared by proceeding affecting the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party Company or any of its Subsidiaries in which the amount claimed is in excess of $[50,000] or in which injunctive relief is sought which if obtained could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iv) any change that has or could reasonably be expected to have a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (e) such other information, including financial statements and computations, relating to the performance of the provisions of this Agreement and the affairs of the Company and any of its Subsidiaries as each Holder may from time to time may reasonably request. The Company shall keep at its principal executive office a true copy of this Agreement (as at the time in effect), and cause the same to be reasonably requested available for inspection at said office, during normal business hours and after reasonable notice to the Company by the Agentany Holder.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Appaloosa Management Lp)
Financial Statements and Information. Furnish to the Agent and each Bank two copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (b) as soon as available and in any event within thirty forty-five (3045) days after the end of each calendar monthquarter (excluding the fourth quarter) of each fiscal year of the Company, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1i) such schedules, computations and other information, in reasonable detail, as may be reasonably required by the Agent or any Bank to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified as true, correct and complete by the chief executive officer, president, chief operating officer or chief financial officer of the Company, and (ii) an Officer’s Certificate, signed by a Responsible Officer the chief executive officer, president, chief operating officer or chief financial officer of applicable Credit Partythe Company; (d) promptly upon their becoming available, all financial statements (other than the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company or any of its Subsidiaries may file with the Securities and Exchange Commission, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any Bank. In addition to the financial information and reports to be delivered in accordance with the prior sentence, if the most recent Annual Audited Financial Statements or Quarterly Unaudited Financial Statements of the Company, as applicable, demonstrate that the financial condition of the Company and its Subsidiaries, on a consolidated basis, has been negatively impacted as at the end of the immediately preceding fiscal quarter or fiscal year represented by such Annual Audited Financial Statements or Quarterly Unaudited Financial Statements, as applicable, for one or more reasons (said determination of negative impact to be made by the Agent in its reasonable discretion), or if at any time Loans have been outstanding hereunder for longer than ninety (90) consecutive days, upon the periodic request of the Agent (until the conditions attributable to such negative impact have been addressed and rectified to the reasonable satisfaction of the Agent or until all Loans outstanding hereunder have been paid in full, whichever is applicable), the Company agrees that it shall promptly provide the Agent and the Banks with additional information relating to the financial condition and affairs of the Company and its Subsidiaries as may be reasonably requested by the Agent, including, but not limited to, reports setting out in sufficient detail the financial performance of each retail location for any and all stores and operations maintained by the Company and/or any of its Subsidiaries.
Appears in 1 contract
Financial Statements and Information. Furnish The Company shall furnish to the Agent each of the following:
Holder: (a) as soon as available practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year (i) copies of the quarterly and annual reports and of the other information, documents, and other reports which the Company files or is required to file with the SEC pursuant to the Exchange Act and of any other reports or information which the Company delivers or makes available to any of its security holders, at the time of filing such reports with the SEC or of delivery to the Company's security holders, as the case may be (but in no event later than the time such filing or delivery is required pursuant to the Exchange Act) or (ii) as soon as practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, quarterly reports for the four quarters of each fiscal year of the Company and annual reports which the Company would have been required to file under any provision of the Exchange Act if it had a class of securities listed on a national securities exchange or was otherwise required to file such reports under the Exchange Act, within fifteen Business Days of when such report would have been filed under Section 13 of the Exchange Act, together with copies of a consolidating balance sheet of the Company and its Subsidiaries as of the end of each such accounting period and of the related consolidating statements of income and cash flow for the portion of the fiscal year then ended, all in reasonable detail and all certified by the principal financial officer of the Company to present fairly the information contained therein in accordance with GAAP (and in the case of annual reports, including financial statements, audited and certified by the Company's independent public accountants as required under the Exchange Act); (b) within ninety (90) days after the end of each fiscal year year, a written statement by the Company's independent certified public accountants stating as to the Company whether in connection with their audit examination, any Default or Event of Default has come to their attention; (c)
(i) within forty-five days after the end of the Credit Parties, Annual Audited Financial Statements four quarters of the Credit Parties Company's fiscal year and their Subsidiaries;
within ninety days after the end of the Company's fiscal year, an Officers' Certificate setting forth computations in reasonable detail showing, as at the end of such quarter or fiscal year, as the case may be, the Company's compliance with Sections 6.6, 6.7, 6.13, 6.14 and 6.15, and (bii) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthfiscal quarter, Monthly Unaudited Financial Statements an Officers' Certificate in the form of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so Exhibit 6.19 stating that as of the date of such certificate, based upon such examination or investigation and providing review of this Agreement, as in the opinion of such signer is necessary to enable the signer to express an explanation informed opinion with respect thereto, to the best Knowledge of such signer, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Agreement, and is not in default in the performance or observance of any of the reasons why each terms, provisions and conditions hereof, and to the best of such Subsidiary signer's Knowledge, no Default or Event of Default exists or has existed during such period or, if a Default or Event of Default shall exist or have existed, specifying all such defaults, and the nature and period of existence thereof, and what action the Company has taken, is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
taking or proposes to take with respect thereto; (d) as soon as available and promptly after becoming aware of (i) the existence of a Default or Event of Default or any default in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books Collateral Documentation, or (ii) any default or event of default under any Indebtedness of the Credit Parties Company or any of their Subsidiaries its Subsidiaries, an Officers' Certificate specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto, or (2iii) management letter prepared any litigation or proceeding affecting any Credit Party in which the amount claimed is in excess of $100,000 and not covered by the independent public accountants who reported on the financial statements provided for insurance or in Subsection 6.3(awhich injunctive relief is sought which if obtained would have a Material Adverse Effect, or (iv) above, with respect any change that has or is reasonably likely to the internal audit have a Material Adverse Effect; and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information information, including financial statements and computations, relating to the financial condition, operations performance of the provisions of this Agreement and business the affairs of any Credit Party or the Company and any of its Subsidiaries as each Holder may from time to time may be reasonably request. In addition, the Company shall make available to securities analysts and broker-dealers, upon their reasonable request, copies of all annual, quarterly and interim reports filed by the Company with the SEC pursuant to the Exchange Act (including, without limitation, copies of (i) each financial statement, report, notice or proxy statement sent by any Credit Party to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly requested by such holder), and each prospectus and all amendments thereto filed by any Credit Party with the AgentSEC and of all press releases and other statements made available generally by any Credit Party to the public concerning developments that are Material). The Company shall keep at its principal executive office a true copy of this Agreement (as at the time in effect), and cause the same to be available for inspection at said office, during normal business hours and after reasonable notice to the Company by any Holder.
Appears in 1 contract
Financial Statements and Information. Furnish The Borrower shall furnish or cause to be furnished to the Administrative Agent and each of the followingLender:
(aA) as soon as available and in any event within ninety (90) 120 days after the end of each fiscal year a copy of:
(I) the audited consolidated balance sheet and related statements of operations, shareholders' equity and cash flows as of the Credit Partiesend of and for such year, Annual Audited Financial Statements setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by the Accountants (without (x) a "GOING CONCERN" or like qualification or exception, (y) any qualification or exception as to the scope of such audit or (z) any exception or qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause the Borrower to be in default of any of its Obligations under Section 8.15 (each, an "IMPERMISSIBLE QUALIFICATION")) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Credit Parties Borrower and their Subsidiariesits consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, it being understood that if the Borrower is obligated to file an annual report on Form 10-K in respect of such fiscal year with the SEC, the Borrower may satisfy its obligations under this subsection (a)(i) by furnishing copies of such Form 10-K together with the financial statements required to be attached thereto, and
(II) the unaudited consolidating balance sheets and related statements of operations, shareholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year;
(bB) as soon as available and in any event within thirty (30) 45 days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties first three fiscal quarters of each fiscal year, a copy of its (A) consolidated and their Subsidiaries;
consolidating balance sheets and the related consolidated and consolidating statements of income 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 period or periods of (cor, in the case of the balance sheet, as of the end of) concurrently the previous fiscal year, and (B) unaudited financial information for each of the Borrower's business lines, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, it being understood that if the Borrower is obligated to file a quarterly report on Form 10-Q in respect of such fiscal quarter with the SEC, the Borrower may satisfy its obligations under this subsection (b) with respect to consolidated statements by furnishing copies of such Form 10-Q together with the financial statements provided for required to be attached thereto;
(C) concurrently with any delivery of financial statements under subsections (a) or (b) above, a certificate (a "COMPLIANCE CERTIFICATE") of a Financial Officer of the Borrower, substantially in Subsections 6.3(a) and 6.3(b) hereofthe form of Exhibit D, (1i) an Officer’s certifying as to whether a Default has occurred and, if so, specifying the details thereof and any action taken or proposed to be taken with respect thereto, setting forth reasonably detailed calculations demonstrating compliance with Section 8.15 and (ii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 414 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such Compliance Certificate;
(D) concurrently with any delivery of financial statements under subsection (a) above, signed a certificate executed by a Responsible Financial Officer of applicable Credit Party, and the Borrower (2i) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise setting forth the information required by the provisions of pursuant to Section 6.10 hereof to become a Guarantor at the request 2 of the Agent, but which Perfection Certificate or confirming that there has not yet done so as of been no change in such information since the date of such certificate, and providing an explanation certificate or the date of the reasons why each such Subsidiary is not most recent certificate delivered pursuant to this subsection (e), (ii) certifying that all Uniform Commercial Code financing statements or other appropriate filings, recordings or registrations, including all refilings, rerecordings and re-registrations, containing a Guarantor, signed by a Responsible Officer description of the applicable Credit Party;
Collateral have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (di) as soon as available above to the extent necessary to protect and in any event within five (5) Business Days perfect the security interest of the Administrative Agent for a period of not less than 18 months after the date of issuance thereof such certificate (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, except as noted therein with respect to any continuation statements to be filed within such period) and (iii) identifying in the internal audit and financial controls format of Schedule 5 thereof, Equity Interests (as defined in the Security Agreement) of the Credit Parties Borrower and their Subsidiarieseach Subsidiary Guarantor in existence on the date thereof and not then listed on such Schedules or previously so identified to the Administrative Agent;
(eE) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the FCC, the SEC or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as soon the case may be;
(F) no later than the third Business Day of each month, a certificate of a Financial Officer of the Borrower certifying as available and in any event within thirty (30) days prior to the commencement of each fiscal year Zions Stock Value as of the Credit Parties, management-prepared Consolidated financial projections last Business Day of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agentpreceding month; and
(fG) promptly following any request therefor, such other information relating to regarding the financial conditionBorrower or any Subsidiary, operations and business affairs or compliance with the terms of this Agreement, as any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agentrequest.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Simmons Media Group Inc)
Financial Statements and Information. Furnish to the Agent Lender three (3) copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesBorrower or the Parent, as the case may be, Annual Audited Financial Statements of the Credit Parties Parent, Borrower and their Subsidiaries;
; (b) as soon as available and in any event within thirty (30) days after the end of each calendar monthfiscal month of the Borrower, Monthly Unaudited Financial Statements of the Credit Parties Borrower and their its Subsidiaries;
; (c) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter of the Parent, Quarterly Unaudited Financial Statements of the Parent; (d) concurrently with the financial statements of Borrower provided for in Subsections 6.3(aSUBSECTIONS 6.3(A) and 6.3(b6.3(B) hereof, (1) an Officer’s 's Certificate, signed by a Responsible Officer of applicable Credit Partythe Borrower, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section SECTION 6.10 hereof to become a Guarantor at the request of the AgentLender, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Borrower; (de) as soon as available and in any event within five (5) Business Days days after the date of issuance thereof (if any such audit report or management letter is ever issued)thereof, any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) a management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, above with respect to the internal audit and financial controls of the Credit Parties Parent, Borrower and either of their Subsidiaries;
; (ef) as soon as available and in any event within fifteen (15) days after the end of each month, account receivable agings and reconciliations, accounts payable agings and reconciliations, monthly sales report, monthly inventory summary and all other schedules, computations and other information, in reasonable detail, as may be required or requested by the Lender, all certified by a Responsible Officer of the Borrower; (g) as soon as available and in any event on the Monday after the end of each week, a Borrowing Base Compliance Certificate, signed by a Responsible Officer of the Borrower in the form attached hereto as EXHIBIT G; (h) as soon as available and in any event within thirty (30) days prior subsequent to the commencement of each fiscal year of the Credit PartiesBorrower, management-prepared Consolidated financial projections of the Credit Parties Borrower and their its Subsidiaries for the immediately following three (3) fiscal years year (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafterbasis), such projections to be prepared and submitted in such format and detail as reasonably requested by the AgentLender; and
(fi) promptly after the same become publicly available, copies of such financial information, registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Parent with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1993 or the Securities Exchange Act of 1934 or submitted to any shareholders of the Parent or any Subsidiary thereof, including without limitation, all 10-Q and 10-K Reports; and (j) such other information relating to the financial condition, operations and business affairs of any Credit Party the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the AgentLender.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent each of the following:
Lender: (a) as soon as available and in any event within ninety (90) 120 days after the end of each fiscal year of the Credit PartiesGuarantor, consolidating Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
Guarantor for such fiscal year; (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthquarter of each fiscal year of Guarantor, Monthly consolidating Quarterly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
Guarantor for such quarter; (c) concurrently with the financial statements provided for in Subsections 6.3(a(a) and 6.3(b(b) hereof, (1) a certificate of compliance and such schedules, computations and other information, in reasonable detail, as may be requested by Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified as true, correct and complete by the President or principal financial officer of Borrower, and an Officer’s 's Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required signed by the provisions President or principal financial officer of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Borrower; (d) as soon as available available, and in any event within five (5) Business Days 90 days after the date end of issuance thereof (if any such audit each Borrower's fiscal years, a report or management letter is ever issued), any (1) interim or special audit report made by independent accountants showing a detailed aging of the books Borrower's Accounts, and a report showing an accounting and valuation of Borrower's Inventory, all dated as of the Credit Parties or any end of their Subsidiaries or (2) management letter prepared such fiscal year and signed by the independent public accountants who reported on the financial statements provided for Borrower in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
Proper Form; (e) as soon as available and in any event within thirty (30) 120 days prior to after the commencement end of each of NEC's fiscal year years, Annual Audited Financial Statements of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties NEC for such fiscal year; and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries Guarantor and Borrower as from time to time may be reasonably requested by the AgentLender.
Appears in 1 contract
Financial Statements and Information. Furnish Borrowers shall furnish to Agent and the Agent each of the followingBanks:
(a) within forty-five (45) days after the end of each of the first three quarter-annual periods of each fiscal year of MTCT (but in no event more than two business days after the filing by MTCT with the SEC of MTCT’s Report on Form 10-Q for such quarter), a balance sheet of the Companies as soon as available of the end of such period and a statement of income (loss), stockholders’ equity and cash flow for such quarter and fiscal year to date periods, all prepared on a Consolidated basis in accordance with GAAP, and in any event form and detail satisfactory to Agent and the Banks and certified by a Financial Officer of MTCT;
(b) within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
MTCT (b) as soon as available and but in any no event within thirty (30) more than two business days after the end filing by MTCT with the SEC of each calendar monthMTCT’s Report on Form 10-K for such year), Monthly Unaudited Financial Statements an annual audit report of the Credit Parties Companies for that year, which report shall include a balance sheet and their Subsidiariesstatement of income (loss), stockholders’ equity and cash-flow for that period, all prepared on a Consolidated basis in accordance with GAAP, and in form and detail satisfactory to Agent and the Banks and certified by the Companies’ independent public accountants (which independent public accountants shall be satisfactory to Agent);
(c) concurrently with the delivery of the financial statements provided for set forth in Subsections 6.3(asubsections (a) and 6.3(b(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicableabove, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit PartyCompliance Certificate;
(d) as soon as available and in any event within five (5) Business Days after concurrently with the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants delivery of the books financial statements in subsections (a) and (b) above, a copy of any management report, letter or similar writing furnished to the Credit Parties or any of their Subsidiaries or (2) management letter prepared Companies by the Companies’ independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their SubsidiariesCompanies’ systems, operations, financial condition or properties;
(e) within ninety (90) days after the end of each fiscal year of MTCT, annual pro-forma projections of the Companies for the then current fiscal year and the next two succeeding fiscal years, to be in form acceptable to Agent;
(f) as soon as available available, copies of all notices, reports, definitive proxy or other statements and other documents sent by Borrowers to their shareholders, to the holders of any of their debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrowers (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of any Borrower’s securities;
(g) as soon as available, and in any event within event, no later than thirty (30) days prior to following the commencement execution thereof, a listing of each fiscal year all contracts in excess of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested $1,000,000 with any Governmental Authority entered into by the Agentany Company; and
(fh) within ten days of the written request of Agent or any Bank, such other information relating to about the financial condition, properties and operations and business affairs of any Credit Party Company as Agent or any of its Subsidiaries as such Bank may from time to time may reasonably request, which information shall be reasonably requested submitted in form and detail satisfactory to Agent or such Bank and certified by a Financial Officer of the AgentCompany or Companies in question.
Appears in 1 contract
Samples: Credit and Security Agreement (MTC Technologies Inc)
Financial Statements and Information. Furnish to the Agent and each ------------------------------------ Bank two copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (b) as soon as available and in any event within thirty forty-five (3045) days after the end of each calendar monthquarter (excluding the fourth quarter) of each fiscal year of the Company, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Company and their its Subsidiaries;
, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1i) such schedules, computations and other ------------------ --- information, in reasonable detail, as may be reasonably required by the Agent or any Bank to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified as true, correct and complete by the chief executive officer, president, chief operating officer or chief financial officer of the Company, and (ii) an Officer’s 's Certificate, signed by a Responsible Officer the chief executive officer, president, chief operating officer or chief financial officer of applicable Credit Partythe Company; (d) promptly upon their becoming available, all financial statements (other than the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company or any of its Subsidiaries may file with the Securities and Exchange Commission, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any Bank. In addition to the financial information and reports to be delivered in accordance with the prior sentence, if the most recent Annual Audited Financial Statements or Quarterly Unaudited Financial Statements of the Company, as applicable, demonstrate that the financial condition of the Company and its Subsidiaries, on a consolidated basis, has been negatively impacted as at the end of the immediately preceding fiscal quarter or fiscal year represented by such Annual Audited Financial Statements or Quarterly Unaudited Financial Statements, as applicable, for one or more reasons (said determination of negative impact to be made by the Agent in its reasonable discretion), or if at any time Loans have been outstanding hereunder for longer than ninety (90) consecutive days, upon the periodic request of the Agent (until the conditions attributable to such negative impact have been addressed and rectified to the reasonable satisfaction of the Agent or until all Loans outstanding hereunder have been paid in full, whichever is applicable), the Company agrees that it shall promptly provide the Agent and the Banks with additional information relating to the financial condition and affairs of the Company and its Subsidiaries as may be reasonably requested by the Agent, including, but not limited to, reports setting out in sufficient detail the financial performance of each retail location for any and all stores and operations maintained by the Company and/or any of its Subsidiaries.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and the Lenders each of the following:
: (a) as soon as available and in any event within ninety (90) 100 days after the end of each respective fiscal year of the Credit Parties, Borrower Annual Audited Financial Statements of EastGroup Properties, Inc. and annual unaudited financial statements of the Credit Parties and their Subsidiaries;
Operating Partnership (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within thirty 50 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower, Quarterly Unaudited Financial Statements of the Borrower (which shall include a statement of Funds From Operations); (c) within fifty (50) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(aSUBSECTIONS 5.2(a) and 6.3(b(b) hereof, (1i) an Officer’s 's Certificate, signed together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be required by the Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of applicable Credit PartyBorrower, and (2ii) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by current capital plan for the provisions next four (4) calendar quarters including projected sources and uses of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, funds (including dividend and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
debt payments); (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Borrower or any of their respective Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Operating Partnership of the Credit Parties Borrower's S&P Rating or any of their Subsidiaries Moodx'x Xxxing, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this SECTION 5.2 promptly after the receipt thereof by Agent.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and the Lenders each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each respective fiscal year of the Credit PartiesBorrower and of Parkway Properties, Inc., Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
of Parkway Properties, Inc. (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within thirty 45 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower and of Parkway Properties, Inc., Quarterly Unaudited Financial Statements of the Borrower and of Parkway Properties, Inc. (which shall include a statement of Funds From Operations); (c) within forty-five (45) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1) an Officer’s 's Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer managing director, vice president or senior vice president, of the applicable Credit Party;
Borrower; (d) as soon as available promptly after the filing thereof, all reports to or filings made by Parkway Properties, Inc., the Borrower or any of their respective Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower of the Credit Parties Borrower's S&P Rating or any of their Subsidiaries Mxxxx'x Rating, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by the Agentany Lender.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and the Lenders each of the following:
: (a) as soon as available and in any event within ninety (90) 100 days after the end of each respective fiscal year of the Credit Parties, Borrower Annual Audited Financial Statements of EastGroup Properties, Inc. and annual unaudited financial statements of the Credit Parties and their Subsidiaries;
Operating Partnership (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within thirty 50 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower, Quarterly Unaudited Financial Statements of the Borrower (which shall include a statement of Funds From Operations); (c) within fifty (50) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1i) an Officer’s 's Certificate, signed together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be required by the Agent to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of applicable Credit PartyBorrower, and (2ii) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by current capital plan for the provisions next four (4) calendar quarters including projected sources and uses of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, funds (including dividend and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
debt payments); (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Borrower or any of their respective Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Operating Partnership of the Credit Parties Borrower's S&P Rating or any of their Subsidiaries Xxxxx'x Rating, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit change therein; and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent.
Appears in 1 contract
Financial Statements and Information. Furnish The Company shall furnish to the Agent each of the following:
Holder: (a) as soon as available practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, (i) copies of the quarterly and annual reports and of the other information, documents, and other reports which the Company files or is required to file with the SEC pursuant to the Exchange Act and of any other reports or information which the Company delivers or makes available to any of its security holders, at the time of filing such reports with the SEC or of delivery to the Company's security holders, as the case may be (but in no event later than the time such filing or delivery is required pursuant to the Exchange Act) or (ii) as soon as practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, quarterly reports for the four quarters of each fiscal year of the Company and annual reports which the Company would have been required to file under any provision of the Exchange Act if it had a class of securities listed on a national securities exchange or was otherwise required to file such reports under the Exchange Act, within fifteen Business Days of when such report would have been filed under Section 13 of the Exchange Act, together with copies of a consolidating balance sheet of the Company and its Subsidiaries as of the end of each such accounting period and of the related consolidating statements of income and cash flow for the portion of the fiscal year then ended, all in reasonable detail and all certified by the principal financial officer of the Company to present fairly the information contained therein in accordance with GAAP (and in the case of annual reports, including financial statements, audited and certified by the Company's independent public accountants as required under the Exchange Act); (b) within ninety (90) days after the end of each fiscal year year, a written statement by the Company's independent certified public accountants stating as to the Company and its Subsidiaries whether in connection with their audit examination, any Default or Event of Default has come to their attention; (c)
(i) within forty-five days after the end of the Credit Parties, Annual Audited Financial Statements four quarters of the Credit Parties Company's fiscal year and their Subsidiaries;
within ninety days after the end of the Company's fiscal year, an Officers' Certificate setting forth computations in reasonable detail showing, as at the end of such quarter or fiscal year, as the case may be, the Company's compliance with Sections 6.6, 6.7, 6.13, 6.14 and 6.15, and (bii) as soon as available and in any event within thirty (30) days after the end of each calendar monthfiscal quarter, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so Officers' Certificate stating that as of the date of such certificate, based upon such examination or investigation and providing review of this Agreement, as in the opinion of such signer is necessary to enable the signer to express an explanation informed opinion with respect thereto, to the best 34 knowledge of such signer, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Agreement, and is not in default in the performance or observance of any of the reasons why each terms, provisions and conditions hereof, and to the best of such Subsidiary signer's knowledge, no Default or Event of Default exists or has existed during such period or, if a Default or Event of Default shall exist or have existed, specifying all such defaults, and the nature and period of existence thereof, and what action the Company has taken, is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
taking or proposes to take with respect thereto; (d) as soon as available and promptly after becoming aware of (i) the existence of a Default or Event of Default or any default in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books Collateral Documentation, (ii) any default or event of default under any Indebtedness of the Credit Parties Company or any of their Subsidiaries its Subsidiaries, (iii) any Litigation or (2) management letter prepared by proceeding affecting the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party Company or any of its Subsidiaries in which the amount claimed is in excess of $[50,000] or in which injunctive relief is sought which if obtained could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iv) any change that has or could reasonably be expected to have a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (e) such other information, including financial statements and computations, relating to the performance of the provisions of this Agreement and the affairs of the Company and any of its Subsidiaries as each Holder may from time to time may reasonably request. The Company shall keep at its principal executive office a true copy of this Agreement (as at the time in effect), and cause the same to be reasonably requested available for inspection at said office, during normal business hours and after reasonable notice to the Company by the Agentany Holder.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Bio Plexus Inc)
Financial Statements and Information. Furnish to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 100 days after the end of each respective fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements of EastGroup Properties, Inc. and, solely with respect to the Credit Parties fiscal year ended December 31, 2021, a report in form and their Subsidiaries;
substance reasonably acceptable to the Sustainability Agent setting forth the 2021 Baseline (as defined on Schedule I hereto); (b) as soon as available and in any event within thirty 50 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower, Quarterly Unaudited Financial Statements of EastGroup Properties Inc. (which shall include a statement of Funds From Operations); (c) within fifty (50) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1i) an Officer’s Certificate, signed together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be required by the Agent to demonstrate compliance with the covenants set forth herein or reflecting any noncompliance therewith as of the applicable date, all certified as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of applicable Credit PartyBorrower, and (2ii) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by current capital plan for the provisions next four (4) calendar quarters including projected sources and uses of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, funds (including dividend and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
debt payments); (d) as soon as promptly after the filing thereof, all registration statements and reports on Forms 10-K and 10-Q (or their equivalents) made by the Borrower or any of their respective Subsidiaries with the Securities and Exchange Commission, to be delivered by electronic transmission or notice by electronic transmission of the filing thereof (other filings shall be available and in any event for viewing on the Borrower’s website); (e) within five ten (510) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to EastGroup Properties Inc. of the Credit Parties its S&P Rating or any of their Subsidiaries Xxxxx’x Rating, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit change therein; and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent.
Appears in 1 contract
Financial Statements and Information. Furnish it will, and will cause each of the other Credit Parties to, keep and maintain proper books of account and other accounting records and it will furnish or cause to be furnished to the Agent each of in such number as the followingAgent may reasonably require for distribution to the Lenders:
(a) as soon as available and in any event within ninety (90) 120 days after the end of each fiscal year year, copies of the Credit Partiesaudited Consolidated financial statements of each Borrower, Annual Audited Financial Statements of the Credit Parties audited unconsolidated financial statements of Xxxxxxx and their Subsidiaries;of the audited financial statements of Xxxxxxx on a modified Consolidated basis,, each as of the end of such fiscal year, together with comparative figures for the immediately preceding fiscal year, all prepared in accordance with GAAP, consistently applied, in reasonable detail and accompanied by the unqualified opinion thereon of the Auditors,
(b) as soon as available and in any event within thirty (30) 60 days after the end of each calendar of the first three quarterly accounting periods in each fiscal year, copies of the Consolidated unaudited financial statements of each Borrower and each other Credit Party, of the unconsolidated unaudited financial statements of Xxxxxxx and of the unaudited financial statements of Xxxxxxx on a modified Consolidated basis, in each case prepared in accordance with GAAP, consistently applied, as of the close of such quarter, setting forth in comparative form the figures for the corresponding periods of the previous fiscal year, and certified as to their fair presentation by a Responsible Officer of each such Credit Party,
(c) within 60 days after the end of each quarterly accounting period, a report signed by a Responsible Officer of Xxxxxxx providing details (including book and market values of disposed assets) as to all disposition of assets by any Credit Party (otherwise than in the normal course of business) and all purchases of assets within the period of 12 consecutive months then ended, together with the amount of Tangible Net Assets as at the end of such month, Monthly Unaudited Financial Statements the whole so as to allow the Agent to monitor the application of Section 11.2.2 relating to asset sales, such report to be in form and substance acceptable to the Credit Parties and their SubsidiariesAgent;
(cd) concurrently with the financial statements provided for referred to in Subsections 6.3(aSections 11.1.7(a) and 6.3(b) hereof11.1.7(b), (1) an Officer’s Certificatecertificates of compliance, signed by a Responsible Officer of applicable Credit Partyeach Borrower, substantially in the form of SCHEDULE "N", certifying (I) that the financial and (2) if applicable, a written certificate other information contained therein is true and correct in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so all material respects as of the date of such certificatethe certificate is delivered to the Agent, and providing an explanation of (II) that the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer executing such certificate has no knowledge of any Default or Event of Default, which is continuing or, if such Responsible Officer does have knowledge of any such Default or Event of Default, describing the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after Default or Event of Default, including the date of issuance thereof its commencement and any remedial action taken, (if III) that the Responsible Officer executing such certificate has no knowledge of any such audit report Material Adverse Change which has not been cured or management letter is ever issued), any (1) interim waived in writing by or special audit report made by independent accountants on behalf of the books Lenders, (IV) in the case of the certificate of compliance for Xxxxxxx, compliance with, and the detailed calculation of, the financial covenants set forth in Section 11.1.32, (V) for the certificate of Xxxxxxx delivered annually, that the actual amount of Capex incurred during the prior fiscal year is no less than the amount required to be spent to maintain the assets at existing level of operational efficiency, and (VI) for the certificate of ICI delivered annually, the calculations necessary for the Agent to monitor increases in the amount of the Subsidiary Guarantee of ICI with respect to the debts and liabilities of Xxxxxxx hereunder,
(e) within 120 days following the end of each calendar year, the Annual Business Plan for the current calendar year, which Annual Business Plan shall be in form and substance acceptable to the Agent,
(f) promptly after the same are sent, copies of all financial statements and material reports and other material disclosure information which any of the Credit Parties makes public by filings with applicable securities commissions or other regulatory bodies or sends to its common or preferred stockholders as a class, and
(g) promptly following the request therefor of the Agent or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) aboveLender, with respect such other information relating to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter)including without limitation, such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the their financial or other condition, business, assets, operations and business affairs of any Credit Party or prospects, as the Agent or any of its Subsidiaries as Lender may from time to time may be reasonably requested by request, in each case, in form and substance and certified in a manner satisfactory to the Agent.requesting Agent or Lender;
Appears in 1 contract
Financial Statements and Information. Furnish The Borrower will furnish to ------------------------------------ the Agent three (3) copies and to each Bank one (1) copy of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesBorrower (or such later period as may be permitted by law for reporting companies under the Securities Exchange Act of 1934, as amended, but not to exceed 20 additional days), a copy of the Borrower's annual report on Form 10-K as filed with the Securities and Exchange Commission, together with Annual Audited Financial Statements of the Credit Parties Borrower and their its Subsidiaries;
; (b) as soon as available and in any event within forty- five days after the end of each fiscal quarter of the Borrower (or such later period as may be permitted by law for reporting companies under the Securities Exchange Act of 1934, as amended, but not to exceed 20 additional days), a copy of the Borrower's Form 10-Q as filed with the Securities and Exchange Commission, together with Quarterly Unaudited Financial Statements of the Borrower and its Subsidiaries, (c) as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties Borrower and their its Subsidiaries;
; (cd) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, ------------------ ------
(1) an Officer’s a Compliance Certificate, signed by a Responsible Officer of applicable Credit Partythe Borrower, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a ------------ Guarantor at the request of the Agent, Agent but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Borrower; (de) as soon as available and in any event within five (5) Business Days after the date of issuance receipt thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) a management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, ----------------- with respect to the internal audit and financial controls of the Credit Parties Borrower and their its Subsidiaries;
; (ef) as soon as available and in any event within five (5) days after the end of each week, a Receivables report in the form of Exhibit G hereto --------- setting forth the sales, collections and total customer debits and credits for each Company, for such week; provided, however, that if Availability is at any -------- time less than $15,000,000, at the Agent's request such Receivables reports shall be furnished daily by the end of each Business Day for the second Business Day immediately preceding the date of such Receivables report; (g) as soon as available and in any event within twenty (20) days after the end of each month, accounts receivable agings and reconciliations, accounts payable agings and reconciliations, lockbox statements and all other schedules, computations and other information, all in reasonable detail, as may be reasonably required or requested by the Agent with regard to the Companies, all certified by a Responsible Officer of the Borrower; (h) as soon as available and in any event within twenty (20) days after the end of each month, a Borrowing Base Certificate, signed by a Responsible Officer of the Borrower in the form attached hereto as Exhibit F; (i) if Availability is at any time less than --------- $15,000,000, as soon as available and in any event within five (5) days after the end of each week, an Inventory Designation Report in the form of Exhibit H, --------- and Borrower may submit such weekly Inventory Designation Report at any other time at its option; (j) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit PartiesBorrower, management-management- prepared Consolidated financial projections of the Credit Parties Borrower and their its Subsidiaries for the immediately following three (3) fiscal years year (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafteryear), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(fk) as soon as available and in any event weekly, the nine-week cash flow projection of the Borrower and its Subsidiaries; (l) as soon as available and in any event within twenty (20) days after the end of each month, a report containing schedules showing the amounts and locations of all cash of the Borrower and its Subsidiaries, in form and detail satisfactory to the Agent; and (m) such other information relating to the financial condition, operations operations, Property and business affairs of any Credit Party the Borrower or any of its Subsidiaries or Foreign Affiliates as from time to time may be reasonably requested by the AgentAgent or any Bank.
Appears in 1 contract
Samples: Credit Agreement (Cellstar Corp)
Financial Statements and Information. Furnish to the Agent and each Lender three (3) copies of each of the following:
: (a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements of the Credit Parties Borrower and their its Subsidiaries;
; (b) as soon as available and in any event within thirty forty-five (3045) days after the end of each calendar monthfiscal quarter of the Borrower, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Borrower and their its Subsidiaries;
; (c) promptly after the same become publicly available, copies of such financial information, registration statements, annual, periodic and other reports, and such proxy statements and other information, if any, as shall be filed by the Borrower with the Securities and Exchange Commission pursuant to the requirements of the Securities Act of 1993 or the Securities Exchange Act of 1934 or submitted to any shareholders of the Borrower or any Subsidiary thereof, including without limitation, all 10-Q and 10-K Reports; (d) concurrently with 125 the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s 's Certificate, signed by a Responsible Officer of applicable Credit Partythe Borrower, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Borrower; (de) as soon as available and in any event within five (5) Business Days days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) a management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties Borrower and their its Subsidiaries;
; (ef) as soon as available and in any event within fifteen (15) days after the end of each month, account receivable agings and reconciliations, accounts payable agings and reconciliations, monthly sales report, monthly inventory summary, and all other schedules, computations and other information, in reasonable detail, as may be required or requested by the Agent, all certified by a Responsible Officer of the Borrower; (g) as soon as available and in any event within fifteen (15) days after the end of each month, a Borrowing Base Compliance Certificate, signed by a Responsible Officer of the Borrower in the form attached hereto as 126 Exhibit H; (h) as soon as available and in any event within thirty (30) days prior subsequent to the commencement of each fiscal year of the Credit PartiesBorrower, management-prepared Consolidated financial projections of the Credit Parties Borrower and their its Subsidiaries for the immediately following three two (32) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years year thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
and (fi) such other information relating to the financial condition, operations and business affairs of any Credit Party the Borrower or any of its Subsidiaries as from time to time may be reasonably requested by the Agent.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent Lender each of the following:
(a) as soon as available and in any event within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
(b) as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the AgentLender, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the AgentLender; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the AgentLender.
Appears in 1 contract
Samples: Secured Term Loan Agreement (Animal Health International, Inc.)
Financial Statements and Information. Furnish to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 100 days after the end of each respective fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements of EastGroup Properties, Inc. and, solely with respect to the Credit Parties fiscal year ended December 31, 2021, a report in form and their Subsidiaries;
substance reasonably acceptable to the Sustainability Agent setting forth the 2021 Baseline (as defined on Schedule I hereto); (b) as soon as available and in any event within thirty 50 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower, Quarterly Unaudited Financial Statements of EastGroup Properties Inc. (which shall include a statement of Funds From Operations); (c) within fifty (50) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1i) an Officer’s Certificate, signed together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be required by the Agent to demonstrate compliance with the covenants set forth herein or reflecting any non‑compliance therewith as of the applicable date, all certified as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of applicable Credit PartyBorrower, and (2ii) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by current capital plan for the provisions next four (4) calendar quarters including projected sources and uses of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, funds (including dividend and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
debt payments); (d) as soon as promptly after the filing thereof, all registration statements and reports on Forms 10-K and 10-Q (or their equivalents) made by the Borrower or any of their respective Subsidiaries with the Securities and Exchange Commission, to be delivered by electronic transmission or notice by electronic transmission of the filing thereof (other filings shall be available and in any event for viewing on the Borrower’s website); (e) within five ten (510) Business Days after the date receipt thereof, a copy of issuance thereof the notification to EastGroup Properties Inc. of its S&P Rating or Xxxxx’x Rating, or change therein; and (f) if any such audit report ERISA Event shall occur that individually, or management letter is ever issued)together with any other ERISA Event that has occurred, any (1) interim or special audit report made by independent accountants would reasonably be expected to have a Material Adverse Effect, a certificate of the books chief executive officer or chief financial officer of the Credit Parties Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls applicable member of the Credit Parties ERISA Group is required or proposes to take; and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(fg) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent.
Appears in 1 contract
Financial Statements and Information. Furnish Maintain, and cause each of its Subsidiaries to maintain, a standard system of accounting in accordance with GAAP, and furnish or cause to be furnished to the Agent and each of the followingLender:
(a) as As soon as available and available, but in any event within ninety (90) 90 days after the end of each fiscal year year, a copy of its Consolidated Balance Sheet as at the end of such fiscal year, together with the related Consolidated Statements of Operations, Stockholders' Investment and Cash Flows as of and through the end of such fiscal year, setting forth in each case in comparative form the figures for the preceding fiscal year. The Consolidated Balance Sheet and Consolidated Statements of Operations, Stockholders' Equity and Cash Flows shall be audited and certified without qualification by the Accountants, which certification shall (i) state that the examination by such Accountants in connection with such Consolidated financial statements has been made in accordance with generally accepted auditing standards and, accordingly, included such tests of the Credit Partiesaccounting records and such other auditing procedures as were considered necessary in the circumstances, Annual Audited Financial Statements and (ii) include the opinion of such Accountants that such Consolidated financial statements have been prepared in accordance with GAAP in a manner consistent with prior fiscal periods, except as otherwise specified in such opinion. Notwithstanding any of the Credit Parties foregoing, the Borrower may satisfy its obligation under this subsection (a) by furnishing copies of the Borrower's annual report on Form 10-K in respect of such fiscal year, together with the financial statements required to be attached thereto, provided the Borrower is required to file such annual report on Form 10-K with the SEC and their Subsidiaries;such filing is actually made.
(b) as As soon as available and available, but in any event within thirty (30) 45 days after the end of each calendar monthof the first three fiscal quarters, Monthly Unaudited Financial a copy of the Consolidated Balance Sheet of the Borrower as at the end of each such quarterly period, together with the related Consolidated Statements of Operations, Stockholders' Investment and Cash Flows for such period and for the Credit Parties elapsed portion of the fiscal year through such date, setting forth in each case in comparative form the figures for the corresponding periods of the preceding fiscal year, certified by a Financial Officer of the Borrower, as being complete and their correct in all material respects and as presenting fairly the Consolidated financial condition and the Consolidated results of operations of the Borrower and its Subsidiaries;. Notwithstanding any of the foregoing, the Borrower may satisfy its obligation under this subsection (b) by furnishing copies of the Borrower's quarterly report on Form 10-Q in respect of such fiscal quarter, together with the financial statements required to be attached thereto, provided the Borrower is required to file such quarterly report on Form 10-Q with the SEC and such filing is actually made.
(c) concurrently with Within 45 days after the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereofend of each of the first three fiscal quarters (90 days after the end of the last fiscal quarter), (1) an Officer’s a Compliance Certificate, signed certified by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Financial Officer of the applicable Credit Party;Borrower.
(d) as As soon as available and available, but in any event within five (5) Business Days 45 days after the date end of issuance thereof each fiscal quarter, a copy of (if any i) the Borrower's directors' report in respect of such audit report or management letter is ever issued)fiscal quarter, any and (1ii) interim or special audit report made by independent accountants the Borrower's daily cash flow report, dated as of the books end of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;most recent fiscal quarter.
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such Such other information relating to as the financial condition, operations and business affairs of any Credit Party Agent or any of its Subsidiaries as Lender may reasonably request from time to time may be reasonably requested by the Agenttime.
Appears in 1 contract
Samples: Revolving Credit Agreement (Air Express International Corp /De/)
Financial Statements and Information. Furnish to the Agent each of ------------------------------------ the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
Borrower (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthquarter (except the last quarter) of each fiscal year of the Borrower, Monthly Quarterly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
Borrower (which shall include a statement of Funds From Operations); (c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1) an ------------------ --- Officer’s 's Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer managing director, vice president or controller of the applicable Credit Party;
Borrower's REIT Manager; (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Borrower or any of its Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower of the Credit Parties Borrower's S&P Rating or any of their Subsidiaries Xxxxx'x Rating, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after ----------- the receipt thereof by Agent.
Appears in 1 contract
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBank:
(a) as soon as available and in any event within ninety (90) 45 days after the end of each month of each fiscal year of the Credit PartiesCompany, Annual Audited Financial Statements a copy of (i) a consolidated balance sheet of the Credit Parties Company and their Subsidiariesthe Consolidated Subsidiaries as of the end of such month, and (ii) a consolidated statement of earnings of the Company and the Consolidated Subsidiaries for such month and for the portion of the fiscal year ending with such month, setting forth, in each case in comparative form, the figures for the corresponding periods in the previous fiscal year, all in reasonable detail and certified as complete and correct, subject to changes resulting from year-end adjustments, by the principal financial officer of the Company;;
(b) as soon as available and in any event within thirty (30) days after the end promptly upon receipt thereof, one copy of each calendar monthother report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, Monthly Unaudited Financial Statements interim or special audit made by them of the Credit Parties and their Subsidiariesbooks of the Company or such Subsidiary (other than any auditors' comment letter to management, unless the same shall have been requested by any Bank through the Agent);
(c) concurrently with promptly upon their becoming available, one copy of each financial statement, report, notice or proxy statement sent by the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit PartyCompany or any Subsidiary to public stockholders generally, and one copy of each regular or periodic report, registration statement or prospectus, or written communication (2other than transmittal letters) if applicablein respect thereof, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required filed by the provisions of Section 6.10 hereof Company or any Subsidiary with, or received by the Company or any Subsidiary from any securities exchange or the Securities and Exchange Commission, or any successor to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Partyeither;
(d) as soon as available and in any event within five (5) Business Days after the date with each set of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in delivered pursuant to Subsection 6.3(a7.01(a) above, with respect to the internal audit third, sixth, ninth and financial controls twelfth month of each fiscal year of the Credit Parties Company, an Officers' Certificate certifying that the signers have reviewed the relevant terms of this Agreement (including Section 7.09) and have made, or have caused to be made under their Subsidiariessupervision, a review of the transactions and condition of the Company and the Subsidiaries from the beginning of the accounting period covered by the statement of earnings being delivered therewith to the date of the certificate, and that such review has not disclosed the existence during such period of any Event of Default or Default or, if any such Event of Default or Default existed or exists, specifying the nature and period of existence thereof and the action the Company has taken or proposes to take with respect thereto; in addition, with each set of financial statements delivered pursuant to Subsection 7.01(a) with respect to the twelfth month of each fiscal year of the Company, an Officers' Certificate specifying (x) the insured value of the Aircraft, (y) the existence and nature of any changes in the insurance coverage required to be maintained by the Company under Section 7.10 and (z) if any Aviation Unit constituting a portion of the Aircraft is then being leased by the Company to another person, or operated by the Company under contract with another person, the name of such person and the term of the relevant lease or contract;
(e) as soon as available after the end of each fiscal quarter of the Company, and in any event within thirty 60 days after the end of each of the first three fiscal quarters of the Company and within 120 days after the end of the fourth fiscal quarter of the Company (30i) a schedule of the Direct Expenses incurred by the Company and the Consolidated Subsidiaries during such quarter in such form and containing such information and detail as the Agent, or any Bank through the Agent, may request, (ii) a summary description of the Parts, by type of Aviation Unit to which such Parts are applicable, (iii) a list of the Receivables of the Company as at the end of such quarter, (iv) a list of the Trade Payables of the Company and the Consolidated Subsidiaries as at the end of such quarter, each such schedule, description and list to be in such form and contain such information and detail as the Agent, or any Bank through the Agent, may reasonably request, including, without limitation, as to such Receivables, agings thereof in the customary manner, identifying each obligor thereon and designating each such Receivable that is 210 days prior old, and as to such summary description of the Parts, the opening balance, withdrawals, additions and closing balance, and as to such Trade Payables, agings thereof in the customary manner, the supplier and the designation of each Trade Payable not paid pursuant to its payment terms and (iv) a written confirmation of the make and model, manufacturer's serial number and United States registration number of each Aviation Unit constituting a portion of the Aircraft, the month and year of purchase of each such Aviation Unit and the parish (or county) and state (or, if such Aviation Unit shall at the time be situated outside the United States, the country and province) of the current location of each thereof;
(f) with each set of financial statements delivered pursuant to Subsection 7.01(a) with respect to the commencement ninth month of each fiscal year of the Credit PartiesCompany, management-prepared Consolidated financial projections a copy of a pro forma consolidated balance sheet of the Credit Parties Company and their the Consolidated Subsidiaries for the immediately following three (3) next succeeding fiscal years (setting forth such projections on both an annual basis year of the Company and on a monthly basis pro forma consolidated statements of earnings, stockholder's equity and cash flows of the Company and the Consolidated Subsidiaries for the upcoming next succeeding fiscal year of the Company;
(g) within 45 days after the end of each month of each fiscal year of the Company, and within 45 days after each Event of Loss, a Borrowing Base Certificate;
(h) on an annual basis only for or before June 15 in each calendar year, the two (2) fiscal years thereafterwritten opinion of the Independent Appraiser as to the Appraised Value of the Aircraft, as contemplated by Subsection 9.03(a), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(fi) promptly upon request, such additional financial or other information relating to as the financial conditionAgent, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by Bank through the Agent, may reasonably request.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent Agents and each Lender each of the following:
: (a) as soon as available and in any event within ninety 90 days (90or such shorter time period as may be required for publicly traded entities by the Securities and Exchange Commission or any successor agency) days after the end of each fiscal year (subject to extension by an additional fifteen (15) days so long as such extension does not cause U.S. Borrower to be in violation of the Credit Partiesany applicable Legal Requirements), Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
U.S. Borrower; (b) as soon as available and in any event within thirty 45 days (30or such shorter time period as may be required for publicly traded entities by the Securities and Exchange Commission or any successor agency) days after the end of each calendar monthof the first three fiscal quarters of each fiscal year (subject to extension by an additional five (5) days so long as such extension does not cause U.S. Borrower to be in violation of any applicable Legal Requirements), Monthly Unaudited Quarterly Financial Statements of the Credit Parties and their Subsidiaries;
U.S. Borrower; (c) concurrently with the financial statements provided for in Subsections 6.3(a7.2(a) and 6.3(b(b) hereof, (1) an Officer’s Certificatesuch schedules, computations and other information, in reasonable detail, as may be reasonably required by Agents to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by a Responsible Officer duly authorized officer of applicable Credit PartyU.S. Borrower as true and correct in all material respects to the best knowledge of such officer and, and (2) if applicablecommencing with the Quarterly Financial Statement prepared as of June 30, 2006, a written compliance certificate (“Compliance Certificate”) substantially in Proper Formthe form of Exhibit F hereto, identifying each Subsidiary which is otherwise required duly executed by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
authorized officer; (d) as soon as available by March 31 of each fiscal year, U.S. Borrower’s annual business plan for the then current fiscal year (including their pro forma balance sheets and in any event within five (5) Business Days after the date of issuance thereof (if any income and cash flow projections for such audit report or management letter is ever issuedfiscal year), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
; (e) as soon as available promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by U.S. Borrower to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by U.S. Borrower with, or received by U.S. Borrower in connection therewith from, any event within thirty (30) days prior to securities exchange or the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties Securities and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis Exchange Commission or any successor agency; and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of its Subsidiaries Obligor as from time to time may be reasonably requested by any Agent or any Lender. Each delivery of a financial statement pursuant to this Section 7.2 shall constitute a restatement of the Agentrepresentations contained in the last two sentences of Section 6.2.
Appears in 1 contract
Samples: Loan Agreement (Natco Group Inc)
Financial Statements and Information. Furnish to the Agent and the Lenders each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each respective fiscal year of the Credit PartiesBorrower and of Parkway Properties, Inc., Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
of Parkway Properties, Inc. (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within thirty 45 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower and of Parkway Properties, Inc., Quarterly Unaudited Financial Statements of the Borrower and of Parkway Properties, Inc. (which shall include a statement of Funds From Operations); (c) within forty-five (45) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1) an Officer’s 's Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer managing director, vice president or senior vice president, of the applicable Credit Party;
Borrower; (d) as soon as available promptly after the filing thereof, all reports to or filings made by Parkway Properties, Inc., the Borrower or any of their respective Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower of the Credit Parties Borrower's S&P Rating or any of their Subsidiaries Xxxxx'x Rating, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by the Agentany Lender.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent (and, except where indicated, to each Lender) each of the following:
(a) as soon as available and in any event within ninety (90) 90 days after the end of each applicable fiscal year, beginning with the fiscal year of the Credit Partiesending on December 31, 1998, Annual Audited Financial Statements of the Credit Parties and their SubsidiariesBorrower;
(b) as soon as available and in any event within thirty (30) 25 days after the end of each calendar fiscal month, preliminary drafts of Monthly Unaudited Financial Statements of Borrower and as soon as available and in any event within 30 days after the Credit Parties and their Subsidiariesend of each fiscal month, final Monthly Financial Statements of Borrower;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days 45 days after the date end of issuance thereof each fiscal quarter, Quarterly Financial Statements of Borrower;
(if any such audit report or management letter is ever issued), any (1d) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on concurrently with the financial statements provided for in Subsection 6.3(aSUBSECTIONS 7.2(A), (B) aboveand (C) hereof, (x) such schedules, computations and other information, in reasonable detail, as may be required by Agent to demonstrate compliance with respect the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the internal audit best knowledge of such officer and financial controls (y) a compliance certificate ("COMPLIANCE CERTIFICATE") in the form of the Credit Parties and their SubsidiariesEXHIBIT E hereto, duly executed by such authorized officer;
(e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement or prospectus filed by any Obligor with any securities exchange or the Securities and Exchange Commission or any successor agency;
(f) within 20 calendar days after the end of each calendar month, a Borrowing Base Certificate as soon at the last day of such calendar month, together with such supporting information as available Agent may reasonably request;
(g) within 20 days after the end of each calendar month (1) a listing and aging of the Accounts of Borrower and its Subsidiaries as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as Agent may reasonably request and (2) a summary of the Inventory of Borrower and its Subsidiaries as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as Agent may reasonably request (information under this clause to be delivered to Agent only);
(h) from time to time, at any event within thirty time upon the request of Agent, but at the cost of Borrower, a report of an independent collateral field examiner approved by Agent in writing and reasonably acceptable to Borrower (30which may be, or be affiliated with, Agent or one of the Banks) days prior with respect to the commencement Accounts and Inventory components included in the Borrowing Base;
(i) on Tuesday of each fiscal year week, the gross Accounts of Borrower and its Subsidiaries and a true billings and collection report, all in Proper Form, as of xxx xxxx Business Day of the Credit Partiespreceding week (information under this clause to be delivered to Agent only);
(j) within 20 days after the end of each calendar month, management-to the extent available, a listing and aging of the accounts payable of Borrower and its Subsidiaries as of the end of the most recently ended calendar month, prepared Consolidated financial in reasonable detail and containing such other information as Agent may reasonably request;
(k) within 20 days after the end of each calendar month, a summary of all capital expenditures of Borrower and its Subsidiaries during the preceding calendar month in excess of $5,000, prepared in reasonable detail and containing such other information as Agent may reasonably request;
(l) on every other Friday (or if the applicable Friday is not a Business Day, on the immediately following Business Day), a report to Agent and the Lenders, by telephone conference call, of the status of the strategic plan of the Borrower and its Subsidiaries, and any revisions to the projections of the Credit Parties operating results of Borrower and their its Subsidiaries for and any such other matters as Agent or the Majority Lenders may require;
(m) on the Wednesday preceding the telephone conference described the preceding clause (or if the applicable Wednesday is not a Business Day, on the immediately following three Business Day), a report to Agent and the Lenders on the matters to be discussed during the following telephone conference, any other material developments with respect to Borrower and its Subsidiaries and such other matters as Agent or the Majority Lenders may require;
(n) on the first day of each month, a calculation of the ratio described in SECTION 3.2(B)(2)(II) hereof as of the last day of the preceding month;
(o) within 30 days after request therefor from any Lender (which request may only be made during the continuation of an Event of Default), real estate evaluations and machinery and equipment appraisals representing 71% of total net book value of Borrower (on a consolidated basis) (machinery and equipment items with a net book value in excess of $250,000 are to be appraised on FSV basis and the remaining machinery and equipment items are to be valued on a desk top approach);
(p) on or before June 30, 1999, the Lenders shall coordinate among themselves, schedule with the Borrower, and perform a collateral audit (including detailed reports on billing procedures, collection procedures [including verifications] and inventory systems and costing) on the Borrower and its Subsidiaries, with the results of same to be distributed among the Lenders; all costs of the Lenders in connection with the audits and reports under this CLAUSE (P) are to be paid by the Borrower;
(q) on or before March 31, 1999, and every two weeks thereafter, the Borrower shall deliver a strategic plan substantially in the format heretofore delivered to the Lenders, in such detail as the Agent may reasonably request;
(r) by the end of each calendar month, an update on progress with respect to "Year 2000" issues, including projected completion dates by location, estimated related costs, verification of final testing and such other related matters as the Majority Lenders may require;
(s) on or before May 31, 1999,
(1) an enterprise valuation of each Subsidiary of the Borrower;
(2) a valuation of each business line of the Borrower, with the Subsidiaries of the Borrower to be grouped in accordance with such business lines, and (3) fiscal years (setting forth an enterprise valuation of the Borrower and its Subsidiaries taken as a whole; each such projections on both an annual basis and on valuation shall be performed by a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested Person nominated by the AgentBorrower and acceptable to the Majority Lenders; and
(ft) such other financial projections and other information relating to the condition (financial conditionor otherwise), operations and or business affairs of any Credit Party or any of its Subsidiaries Obligor as from time to time may be reasonably requested by Agent. Each delivery of a financial statement pursuant to this SECTION 7.2 shall constitute a restatement of the Agentrepresentations contained in the last two sentences of SECTION 6.2 with respect to the period of time from the date of such most recently delivered financial statements.
(p) SECTION 7.3 of the Loan Agreement is hereby amended to read in its entirety as follows:
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender each of the following:
: (a) as soon as available and in any event within ninety (90) 100 days after the end of each applicable fiscal year (or, if earlier, the date of any required public filing thereof), beginning with the Credit Partiesfiscal year 2006, Annual Audited Financial Statements of the Credit Parties Borrower and Carrols Restaurant Group and their Subsidiaries;
respective Subsidiaries on a consolidated basis; (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthfiscal quarter (other than the last fiscal quarter) of each applicable fiscal year and within 100 days after the end of the last fiscal quarter of each fiscal year (or, Monthly Unaudited if earlier, the date of any required public filing thereof), Quarterly Financial Statements of the Credit Parties Borrower and Carrols Restaurant Group and their Subsidiaries;
respective Subsidiaries on a consolidated basis; (c) concurrently with the financial statements provided for in Subsections 6.3(a7.2(a) and 6.3(b(b) hereof, (1) an Officer’s Certificatesuch schedules, signed by a Responsible Officer of applicable Credit Partycomputations and other information, and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by Agent to demonstrate compliance with the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date applicable date, all certified and signed by the president or chief financial officer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such certificateofficer and, and providing an explanation commencing with the annual statement prepared as of the reasons why each last day of fiscal year 2006, a compliance certificate (“Compliance Certificate”) in the form of Exhibit F hereto, duly executed by such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
authorized officer; (d) as soon as available and in any event within five (5) Business Days 100 days after the date beginning of issuance thereof each fiscal year, Borrower’s annual business plan for such fiscal year (if any including its balance sheet and income and cash flow projections for such audit report or management letter is ever issuedfiscal year), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
; (e) as soon as available promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by any event within thirty (30) days prior to Obligor with, or received by any Obligor in connection therewith from, any securities exchange or the commencement of each fiscal year of the Credit PartiesSecurities and Exchange Commission or any successor agency, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of its Subsidiaries Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the corresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this Section 7.2 shall constitute a restatement of the representations contained in the second and third sentences of Section 6.2. Documents required to be delivered pursuant to this Section 7.2 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (x) on which Carrols Restaurant Group or the Borrower posts such documents, or provides a link thereto on Carrols Restaurant Group’s or the Borrower’s website on the Internet at xxx.xxxxxxx.xxx; or (y) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (B) the Borrower shall notify the Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Agent and/or the Arrangers will make available to the Lenders and the applicable Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on SyndTrak Online or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Agent, the Arrangers, the applicable Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.7); (iii) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) the Agent and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.
Appears in 1 contract
Financial Statements and Information. Furnish The Company shall furnish to the Agent each of the following:
Holder: (a) as soon as available practicable and in any event within ninety 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, (90i) copies of the quarterly and annual reports and of the other information, documents, and other reports that the Company files or is required to file with the SEC pursuant to the Exchange Act and of any other reports or information that the Company delivers or makes available to any of its security holders, at the time of filing such reports with the SEC or of delivery to the Company's security holders, as the case may be (but in no event later than the time such filing or delivery is required pursuant to the Exchange Act) or (ii) as soon as practicable and in any event within 45 days after the end of each of the four quarters of each fiscal year and within 90 days of the end of each fiscal year, quarterly reports for the four quarters of each fiscal year of the Company and annual reports which the Company would have been required to file under any provision of the Exchange Act if it had a class of securities listed on a national securities exchange or was otherwise required to file such reports under the Exchange Act, within 15 Business Days of when such report would have been filed under Section 13 of the Exchange Act, together with copies of a consolidating balance sheet of the Company and its Subsidiaries as of the end of each such accounting period and of the related consolidating statements of income and cash flow for the portion of the fiscal year then ended, all in reasonable detail and all certified by the principal financial officer of the Company to present fairly the information contained therein in accordance with GAAP (and in the case of annual reports, including financial statements, audited and certified by the Company's independent public accountants as required under the Exchange Act); (b) within 90 days after the end of each fiscal year year, a written statement by the Company's independent certified public accountants stating as to the Company and its Subsidiaries whether in connection with their audit examination, any Default or Event of Default has come to their attention; (c)(i) within 45 days after the end of the Credit Parties, Annual Audited Financial Statements four quarters of the Credit Parties Company's fiscal year and their Subsidiaries;
within 90 days after the end of the Company's fiscal year, an Officers' Certificate setting forth computations in reasonable detail showing, as at the end of such quarter or fiscal year, as the case may be, the Company's compliance with Sections 6.6, 6.7, 6.13, 6.14 and 6.15, and (bii) as soon as available and in any event within thirty (30) 30 days after the end of each calendar monthfiscal quarter, Monthly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so Officers' Certificate stating that as of the date of such certificate, based upon such examination or investigation and providing review of this Agreement, as in the opinion of such signer is necessary to enable the signer to express an explanation informed opinion with respect thereto, to the best knowledge of such signer, the Company has kept, observed, performed and fulfilled each and every covenant contained in this Agreement, and is not in default in the performance or observance of any of the reasons why each terms, provisions and conditions hereof, and, to the best of such Subsidiary signer's knowledge, no Default or Event of Default exists or has existed during such period or, if a Default or Event of Default shall exist or have existed, specifying all such defaults, and the nature and period of existence thereof, and what action the Company has taken, is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
taking or proposes to take with respect thereto; (d) as soon as available and in promptly after becoming aware of (i) the existence of a Default or Event of Default or any event within five (5) Business Days after the date of issuance thereof (if default under any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books Collateral Documentation, (ii) any default or event of default under any Indebtedness of the Credit Parties Company or any of their Subsidiaries its Subsidiaries, (iii) any Litigation or (2) management letter prepared by proceeding affecting the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party Company or any of its Subsidiaries in which the amount claimed is in excess of $50,000 or in which injunctive relief is sought which if obtained could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iv) any change that has or could reasonably be expected to have a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence thereof and what action the Company is taking or proposes to take with respect thereto; and (e) such other information, including financial statements and computations, relating to the performance of the provisions of this Agreement and the affairs of the Company and any of its Subsidiaries as each Holder may from time to time may reasonably request. The Company shall keep at its principal executive office a true copy of this Agreement (as at the time in effect), and cause the same to be reasonably requested available for inspection at said office, during normal business hours and after reasonable notice to the Company by the Agentany Holder.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Appaloosa Management Lp)
Financial Statements and Information. Furnish (which may be by ------------------------------------ electronic access) to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit PartiesBorrower, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
Borrower; (b) as soon as available and in any event within thirty (30) 50 days after the end of each calendar monthquarter (except the last quarter) of each fiscal year of the Borrower, Monthly Quarterly Unaudited Financial Statements of the Credit Parties and their Subsidiaries;
Borrower; (c) concurrently with the financial statements provided for in Subsections 6.3(aSections 5.2(a) and 6.3(b(b) hereof, (1) an Officer’s 's --------------- --- Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower and as to Ameriton), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer managing director, vice president, senior vice president, controller, a co-controller of the applicable Credit Party;
Borrower; (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Borrower or any of its Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower of the Borrower's Credit Parties Rating, or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt ----------- thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 ------------ ---- --- shall be made (1) on the date of each Loan or issuance, renewal or extension of a Letter of Credit using the best information available to the Borrower, and (2) on the last day of each of the Borrower's fiscal quarters.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and each ------------------------------------ Lender each of the following:
: (a) as soon as available and in any event within ninety (90) 100 days after the end of each applicable fiscal year, beginning with the fiscal year of the Credit Parties2000, Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
Carrols Holdings; (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthfiscal quarter (other than the last fiscal quarter) of each applicable fiscal year and within 100 days after the end of the last fiscal quarter of each fiscal year, Monthly Unaudited Quarterly Financial Statements of the Credit Parties Borrower and their Subsidiaries;
Carrols Holdings; (c) concurrently with the financial statements provided for in Subsections 6.3(a7.2(a) ------------------ and 6.3(b(b) hereof, (1) an Officer’s Certificatesuch schedules, signed by a Responsible Officer of applicable Credit Partycomputations and other information, and (2) if applicablein --- reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by Agent to demonstrate compliance with the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date applicable date, all certified and signed by the president or chief financial officer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the best knowledge of such certificateofficer and, and providing an explanation commencing with the annual statement prepared as of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer last day of the applicable Credit Party;
fiscal year 2000, a compliance certificate ("Compliance Certificate") in the ---------------------- form of Exhibit F hereto, duly executed by such authorized officer; (d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on --------- last day of each fiscal year, Borrower's annual business plan for the financial statements provided next fiscal year (including its balance sheet and income and cash flow projections for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
such fiscal year); (e) as soon as available promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by any Obligor to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by any event within thirty (30) days prior to Obligor with, or received by any Obligor in connection therewith from, any securities exchange or the commencement of each fiscal year of the Credit PartiesSecurities and Exchange Commission or any successor agency, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of its Subsidiaries Obligor as from time to time may be reasonably requested by Agent. Financial Statements for Borrower and Carrols Holding shall be prepared on a consolidated basis, and shall provide comparison to the Agent.corresponding period of the previous fiscal year. Each delivery of a financial statement pursuant to this Section 7.2 shall constitute a restatement of the ----------- representations contained in the last two sentences of Section 6.2. -----------
Appears in 1 contract
Samples: Loan Agreement (Carrols Corp)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingLender:
(a) as soon as available and and, in any event event, within ninety (90) 90 days after following the end of each fiscal year Fiscal Year, the Annual Report of the Credit Parties, Annual Audited Financial Statements Borrower on Form 10-K for such Fiscal Year signed by a Responsible Officer of the Credit Parties and their Subsidiaries;Borrower; 56 51
(b) as soon as available and and, in any event event, within thirty (30) 75 days after the end of each calendar month, Monthly Unaudited Financial Statements Fiscal Quarter of the Credit Parties and their SubsidiariesBorrower, the Quarterly Report of the Borrower on Form 10-Q for the relevant Fiscal Quarter signed by a Responsible Officer of the Borrower;
(c) concurrently with the delivery of each set of the financial statements provided for referred to in Subsections 6.3(aparagraph (a) above, a certificate of the Accountants certifying such financial statements, stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default (except as specified in such certificate);
(d) concurrently with the delivery of each set of the financial statements referred to in paragraphs (a) and 6.3(b(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicableabove, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit PartyBorrower (i) stating that such Officer has obtained no knowledge of any Default or Event of Default (except as specified in such certificate) and (ii) showing in reasonable detail the calculations supporting such statement in respect of subsections 10.1, 10.2, 10.3, 10.4, 10.7 and 10.9;
(de) forthwith upon the occurrence of any Default or Event of Default, a certificate of a Responsible Officer of the Borrower setting forth the details thereof and the action which the Borrower is taking or proposes to take with respect thereto;
(f) immediately upon any authorized officer of the Borrower or any Guarantor or of any Commonly Controlled Entity obtaining knowledge of the occurrence of any (i) "reportable event", as soon such term is defined in Section 4043 of ERISA, or (ii) "prohibited transaction", as available and such term is defined in Section 4975 of the Code, in connection with any event within five (5) Business Days after Plan or any trust created thereunder, a written notice specifying the date of issuance thereof (if any nature thereof, what action the Borrower or such audit report Guarantor has taken, is taking or management letter is ever issued)proposes to take with respect thereto, and, when known, any (1) interim action taken or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared threatened by the independent public accountants who reported on Internal Revenue Service or the financial statements PBGC with respect thereto, provided for in Subsection 6.3(a) abovethat, with respect to the internal audit and financial controls occurrence of any "reportable event" as to which the Credit Parties and their SubsidiariesPBGC has waived the 30-day reporting requirement, such written notice need be given only at the time notice is given to the PBGC;
(eg) from time to time, such additional information regarding the business, affairs or financial or other position of the Borrower, any Guarantor and any other Credit Party as any Lender may reasonably request, such information to be provided as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth practicable after such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agentrequest; and
(fh) such other information relating within five days after the same are sent, copies of all financial statements and reports which the Borrower and/or its Subsidiaries sends to its public holders of Capital Stock or debtholders, and within five days after the same are filed, copies of all financial conditionstatements and reports which the Borrower may make to, operations and business affairs of any Credit Party or file with, the SEC or any of its Subsidiaries as from time to time may be reasonably requested by the Agentsuccessor or analogous Governmental Authority.
Appears in 1 contract
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBanks in duplicate:
(a) as soon as available available, and in any event within ninety (90) days 90 days, after the end of each fiscal year (i) a copy of the Credit Parties, Annual Audited Financial Statements consolidated annual audited financial statements of the Credit Parties Company and the Subsidiaries for such fiscal year containing a balance sheet, an income statement, a statement of shareholders' equity and a consolidated statement of cash flows, all in reasonable detail, together with the unqualified opinion of Deloitte & Touche LLP or another independent certified public accountant of nationally recognized standing, that such statements have been prepared in accordance with GAAP, consistently applied, except as may be explained in such opinion, and fairly present in all material respects the financial condition of the Company and the Subsidiaries on a consolidated basis and the results of its and their operations as at the dates and for the periods indicated and (ii) a copy of the reconciliation sheet, certified by the chief financial officer of the Company, setting forth the adjustments required to the consolidated audited financial statements of the Company and the Subsidiaries referred to above in this paragraph (a) in order to arrive at the consolidated financial statements of the Company and the Restricted Subsidiaries;
(b) as soon as available available, and in any event within thirty (30) days 60 days, after the end of each calendar month, Monthly Unaudited Financial Statements of the Credit Parties first three quarterly accounting periods in each fiscal year (i) a copy of the consolidated unaudited financial statements of the Company and the Subsidiaries as at the end of such quarter and for the period then ended, containing a balance sheet, an income statement, a statement of shareholders' equity and a consolidated statement of cash flows, all in reasonable detail and certified by a financial officer of the Company to have been prepared in accordance with GAAP, consistently applied (subject to year end audit adjustments and except for the absence of footnotes), except as may be explained in such certificate, and as fairly presenting in all material respects the financial condition of the Company and the Subsidiaries on a consolidated basis and the results of its and their operations as at the dates and for the periods indicated and (ii) a copy of the reconciliation sheet, certified by the chief financial 67 officer of the Company, setting forth the adjustments required to the consolidated quarterly financial statements of the Company and the Subsidiaries referred to above in this paragraph (b) in order to arrive at the consolidated financial statements of the Company and the Restricted Subsidiaries;
(c) concurrently promptly after the filing thereof, copies of all statements and reports filed with the financial Securities and Exchange Commission other than Form S-8 registration statements provided and other reports relating to employee benefit plans, supplements to registration statements relating solely to the pricing of securities offerings for in Subsections 6.3(a) which registration statements were previously filed and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, delivered and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit PartyForms D;
(d) as soon as available and in promptly after any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants officer of the books Company obtains knowledge of an Event of Default or Default, an Officer's Certificate specifying the Credit Parties nature of such Event of Default or any Default, the period of their Subsidiaries or (2) management letter prepared by existence thereof, and what action the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, Company has taken and proposes to take with respect to the internal audit and financial controls of the Credit Parties and their Subsidiariesthereto;
(e) as soon as available and in promptly upon the Company's or any event within thirty (30) days prior Subsidiary's receipt thereof, copies of all notices received from the FCC regarding the termination, cancelation, revocation or taking of any other materially adverse action with respect to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agentany Material FCC Licenses; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the Agent.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBank in duplicate:
(a) as soon as available available, and in any event within ninety one hundred twenty (90120) days after the end of each fiscal year of the Credit PartiesBorrower, the Annual Audited Financial Statements of of
(i) the Credit Parties Borrower and their Subsidiariesits Subsidiaries prepared on a consolidated basis, and (ii) each Guarantor;
(b) as soon as available available, and in any event within one hundred eighty (180) days after the end of each year, a copy of Borrower's and each Guarantor's signed federal tax returns, including federal income tax returns, and all supporting documentation;
(c) as soon as available, and in any event within thirty (30) days after the end of each calendar monthmonth (including a month ending a fiscal year), Monthly Unaudited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by its Subsidiaries prepared on a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Partyconsolidated basis;
(d) as soon as available available, and in any event within twenty (20) Business Days after the end of each month, an International Borrowing Base Certificate dated within the past five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their SubsidiariesBank's receipt thereof;
(e) promptly after such request is submitted to the appropriate Governmental Authority, any request for waiver of funding standards or extension of amortization periods with respect to any employee benefit plan;
(f) contemporaneously therewith or within 10 days thereafter copies of all statements and reports sent to the stockholders of the Borrower or any Subsidiary, or filed with the Securities and Exchange Commission;
(g) such additional financial or other information as the Bank may reasonably request;
(i) as soon as available available, and in any event within thirty forty-five (3045) days prior after the end of each quarter, quarterly financial statements of the Borrower. Together with each delivery of the Annual Audited Financial Statements, the Borrower will deliver to the commencement Bank an Compliance Certificate in the form of each fiscal year Exhibit E hereto, stating that there exists no Event of Default or Default, or, if any such Event of Default or Default exists, stating the Credit Partiesnature thereof, management-prepared Consolidated the period of existence thereof and what action the Borrower has taken or proposes to take with respect thereto. The Bank is authorized to deliver a copy of any information and financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections statement delivered to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating it to the financial condition, operations Eximbank and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by Governmental Authority having jurisdiction over the AgentBank.
Appears in 1 contract
Samples: International Revolving Loan Agreement (Natco Group Inc)
Financial Statements and Information. Furnish Deliver to the Agent each of the followingBank:
(a) as soon as available available, and in any event within ninety (90) days after the end of each fiscal year of NGI, the Credit Parties, Annual Audited Financial Statements of the Credit Parties NGI and their its Subsidiaries;
(b) as soon as available, and in any event no later than October 31 of each fiscal year, a copy of NGI's signed federal tax returns, including federal income tax returns, and all supporting documentation;
(c) as soon as available, and in any event within forty-five (45) days after the end of each of the first three (3) fiscal quarters during the fiscal year 2004 and within thirty-five (35) days after the end of each of the first three (3) fiscal quarters of each fiscal year thereafter, Quarterly Unaudited Financial Statements of NGI and its Subsidiaries;
(d) as soon as available, and in any event within thirty (30) Business Days after the end of each month, an International Borrowing Base Certificate dated within the past five (5) Business Days of the Bank's receipt thereof, which shall include a monthly listing of Export Orders;
(e) promptly after such request is submitted to the appropriate Governmental Authority, any request for waiver of funding standards or extension of amortization periods with respect to any employee benefit plan;
(f) contemporaneously therewith or within ten (10) days thereafter copies of all statements and reports sent to the stockholders of any Borrower or any Subsidiary of such Borrower, or filed with the Securities and Exchange Commission;
(g) such additional financial or other information as the Bank may reasonably request;
(h) as soon as available, and in any event within thirty (30) days after the end of each calendar month, the Borrowers' monthly export-related inventory schedules and export-related and foreign accounts receivable aging schedule and such other information as the Bank may reasonably request;
(i) if requested by the Bank, as soon as available and in any event within thirty (30) days after the end of each calendar month, Monthly Unaudited Financial Statements of an accounts payable aging for the Credit Parties and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so Borrowers as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;prior month-end; and
(dj) as soon as available available, and in any event within five (5) Business Days after contemporaneously with delivery to the date Domestic Lenders, a copy of issuance thereof (each compliance certificate delivered under the Domestic Loan Agreement. Together with each delivery of the Annual Audited Financial Statements and the Quarterly Financial Statements, the Borrowers will deliver to the Bank a Compliance Certificate in the form of Exhibit E hereto, stating that there exists no Event of Default or Default, or, if any such audit report Event of Default or management letter is ever issued)Default exists, any (1) interim stating the nature thereof, the period of existence thereof and what action the Borrowers have taken or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, propose to take with respect thereto. The Bank is authorized to deliver a copy of any information and financial statement delivered to it to the internal audit Ex-Im Bank and financial controls of any Governmental Authority having jurisdiction over the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations and business affairs of any Credit Party or any of its Subsidiaries as from time to time may be reasonably requested by the AgentBank.
Appears in 1 contract
Samples: International Revolving Credit Agreement (Natco Group Inc)
Financial Statements and Information. Furnish Borrowers shall furnish to Agent and the Agent each of the followingBanks:
(a) within forty-five (45) days after the end of each of the first three quarter-annual periods of each fiscal year of MTCT (but in no event more than two business days after the filing by MTCT with the SEC of MTCT's Report on Form 10-Q for such quarter), a balance sheet of the Companies as soon as available of the end of such period and a statement of income (loss), stockholders' equity and cash flow for such quarter and fiscal year to date periods, all prepared on a Consolidated basis in accordance with GAAP, and in any event form and detail satisfactory to Agent and the Banks and certified by a Financial Officer of MTCT;
(b) within ninety (90) days after the end of each fiscal year of the Credit Parties, Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
MTCT (b) as soon as available and but in any no event within thirty (30) more than two business days after the end filing by MTCT with the SEC of each calendar monthMTCT's Report on Form 10-K for such year), Monthly Unaudited Financial Statements an annual audit report of the Credit Parties Companies for that year, which report shall include a balance sheet and their Subsidiariesstatement of income (loss), stockholders' equity and cash-flow for that period, all prepared on a Consolidated basis in accordance with GAAP, and in form and detail satisfactory to Agent and the Banks and certified by the Companies' independent public accountants (which independent public accountants shall be satisfactory to Agent);
(c) concurrently with the delivery of the financial statements provided for set forth in Subsections 6.3(asubsections (a) and 6.3(b(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer of applicable Credit Party, and (2) if applicableabove, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit PartyCompliance Certificate;
(d) as soon as available and in any event within five (5) Business Days after concurrently with the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants delivery of the books financial statements in subsections (a) and (b) above, a copy of any management report, letter or similar writing furnished to the Credit Parties or any of their Subsidiaries or (2) management letter prepared Companies by the Companies' independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their SubsidiariesCompanies' systems, operations, financial condition or properties;
(e) within ninety (90) days after the end of each fiscal year of MTCT, annual proforma projections of the Companies for the then current fiscal year and the next two succeeding fiscal years, to be in form acceptable to Agent;
(f) as soon as available available, copies of all notices, reports, definitive proxy or other statements and other documents sent by Borrowers to their shareholders, to the holders of any of its debentures or bonds or the trustee of any indenture securing the same or pursuant to which they are issued, or sent by Borrowers (in final form) to any securities exchange or over the counter authority or system, or to the SEC or any similar federal agency having regulatory jurisdiction over the issuance of any Borrower's securities;
(g) as soon as available, and in any event within event, no later than thirty (30) days prior to following the commencement execution thereof, a listing of each fiscal year all contracts in excess of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested $1,000,000 with any Governmental Authority entered into by the Agentany Company; and
(fh) within ten days of the written request of Agent or any Bank, such other information relating to about the financial condition, properties and operations and business affairs of any Credit Party Company as Agent or any of its Subsidiaries as such Bank may from time to time may reasonably request, which information shall be reasonably requested submitted in form and detail satisfactory to Agent or such Bank and certified by a Financial Officer of the AgentCompany or Companies in question.
Appears in 1 contract
Samples: Credit and Security Agreement (MTC Technologies Inc)
Financial Statements and Information. Furnish to the Agent and the Lenders one copy of each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit PartiesBorrower, beginning with the fiscal year 1995, Annual Audited Financial Statements of the Credit Parties Borrower and their the Borrower's Subsidiaries together with unaudited consolidating financial statements of the Borrower and its Subsidiaries;
; (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthmonth of each fiscal year of the Borrower, Monthly Unaudited Financial Statements of the Credit Parties Borrower and their the Borrower's Subsidiaries;
; (c) concurrently with the financial statements provided for in Subsections 6.3(aSUBSECTIONS 7.2(A) and 6.3(b(B), such schedules, computations and other information, in reasonable detail, as may be required by the Agent or any Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the president, chief financial officer or treasurer of the Borrower (or other authorized officer approved by the Agent) hereofas true, correct and complete and, a compliance certificate ("COMPLIANCE CERTIFICATE") in the form of EXHIBIT F hereto, duly executed by such authorized officer, (d) (1) an Officer’s Certificate, signed by a Responsible Officer as of applicable Credit Party, the Effective Date and (2) if applicable, within 30 days after (i) the end of each calendar month or (ii) receipt of a written certificate in Proper Form, identifying each Subsidiary request therefor (which is otherwise required by the provisions of Section 6.10 hereof may be given from time to become a Guarantor at the request of time) from the Agent, but which has not yet done so a Borrowing Base Certificate as at the Effective Date or the last day of such calendar month or the date of such certificatereceipt, and providing an explanation of as the reasons why each case may be, together with such Subsidiary is not a Guarantor, signed by a Responsible Officer of supporting information as the applicable Credit Party;Agent may reasonably request; (e)
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants as of the books of the Credit Parties or any of their Subsidiaries or Effective Date and (2) management letter prepared by within 30 days after (i) the independent public accountants who reported on end of each calendar month or (ii) receipt of a request therefor (which may be given from time to time) from the financial statements provided for in Subsection 6.3(aAgent, (y) above, with respect to the internal audit a listing and financial controls aging of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year Accounts of the Credit Parties, management-prepared Consolidated financial projections Borrower and its Subsidiaries and (z) a listing and aging of the Credit Parties accounts payable of the Borrower and their Subsidiaries for its Subsidiaries, in each case, as of the immediately following three (3) fiscal years (setting forth end of the most recently ended calendar month, prepared in reasonable detail and containing such projections on both an annual basis other information as the Agent may request; and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of the Borrower and its Subsidiaries as from time to time may be reasonably requested by the Agent. Each delivery of a financial statement pursuant to this SECTION 7.2 shall constitute a republication of the representations contained in SECTION 6.2.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each respective fiscal year of the Credit PartiesBorrower and of Parkway Properties, Inc., Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
of Parkway Properties, Inc. (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within thirty 45 days after the end of each quarter (30except the last quarter) of each respective fiscal year of the Borrower and of Parkway Properties, Inc., Quarterly Unaudited Financial Statements of the Borrower and of Parkway Properties, Inc. (which shall include a statement of Funds From Operations); (c) within forty-five (45) days after the end of each the calendar month, Monthly Unaudited Financial Statements of the Credit Parties quarter and their Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a5.2(a) and 6.3(b(b) hereof, (1) an Officer’s 's Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date of such certificateapplicable date, all certified as true, correct and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed complete by a Responsible Officer managing director, vice president or senior vice president, of the applicable Credit Party;
Borrower; (d) as soon as available promptly after the filing thereof, all reports to or filings made by Parkway Properties, Inc., the Borrower or any of their respective Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower of the Credit Parties Borrower's S&P Rating or any of their Subsidiaries Xxxxx'x Rating, or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovechange therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent.
Appears in 1 contract
Financial Statements and Information. Furnish The Company will keep books of account and prepare financial statements and will cause to be furnished to each Preferred Unitholder the Agent each following reports (all of the following:foregoing and following to be kept and prepared in accordance with GAAP applied on a consistent basis throughout the periods covered therein), provided, however, that the Company shall not be obligated pursuant to this Section 11.01(a) to provide financial information to any Person whom the Company reasonably believes is a competitor of the Company.
(ai) as As soon as available and practicable, but in any event within ninety forty-five (9045) days after the end of each fiscal year Fiscal Year of the Credit PartiesCompany, Annual Audited Financial Statements the Company will furnish to each Major Investor (as defined below) preliminary unaudited balance sheets of the Credit Parties Company and their its Subsidiaries;, on a consolidated basis, as at the end of such Fiscal Year, and preliminary unaudited statements of income and losses, members’ equity and cash flows of the Company for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, if any, all in reasonable detail.
(bii) As soon as practicable, but in any event within one hundred eighty (180) days after the end of each Fiscal Year of the Company, the Company will furnish to each Major Investor (A) audited balance sheets of the Company and its Subsidiaries, on a consolidated basis, as at the end of such Fiscal Year, and audited statements of income and losses, members’ equity and cash flows of the Company and its Subsidiaries, on a consolidated basis, for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, if any, all in reasonable detail and accompanied by a report and opinion thereon by independent auditors selected by the Board (and reasonably acceptable to the Majority Class C Investors) and (B) a copy of such auditors’ management letter prepared in connection therewith, if any, (as soon as available and such management letter is available, which may be greater than the aforesaid one hundred eighty (180)-day period).
(iii) As soon as practicable after the end of each quarter of the Fiscal Year, but in any event within thirty (30) days after the end of each calendar monthsuch quarter, Monthly Unaudited Financial Statements the Company will furnish to each Major Investor the unaudited balance sheets of the Credit Parties Company and their its Subsidiaries;
(c) concurrently with the financial statements provided for in Subsections 6.3(a) and 6.3(b) hereof, (1) an Officer’s Certificateon a consolidated basis, signed by a Responsible Officer of applicable Credit Partyif any, and (2) if applicable, a written certificate in Proper Form, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at the request of the Agent, but which has not yet done so as of the date end of such certificatequarter, and providing an explanation its unaudited statements of income and losses, members’ equity and cash flows for such quarter, setting forth in each case in comparative form the figures for the corresponding period of the reasons why each preceding Fiscal Year, all in reasonable detail, and except that such Subsidiary is financial statements may not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;contain notes and will be subject to year-end adjustment.
(div) as As soon as available and in any event within five (5) Business Days practicable after the date end of issuance thereof (if any such audit report or management letter is ever issued)each month, any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and but in any event within thirty (30) days thereafter, the Company will furnish to each Major Investor the unaudited balance sheet of the Company and its Subsidiaries, on a consolidated basis, if any, as of the end of such month and its unaudited statement of income and losses, members’ equity and cash flows for such month, indicating actual results versus the plan for such month, setting forth in each case in comparative form the figures for (A) the corresponding period of the preceding Fiscal Year and (B) the budget then in effect, except that such financial statements may not contain notes and will be subject to year-end adjustment.
(v) As soon as available, the Company will furnish to each Preferred Unitholder a copy of each (A) financial statement, report, notice, or proxy statement sent by the Company to its Unitholders and (B) regular, periodic, or special report, registration statement, prospectus or other document filed by the Company with any securities exchange, state securities regulator, or the SEC.
(vi) So long as a Preferred Unitholder shall own not less than three percent (3%) of the outstanding Registrable Securities (assuming conversion of the Preferred Units as adjusted for Unit splits, Unit dividends, combinations and other reclassifications) (a “Major Investor”), as soon as practicable after the adoption thereof, but in any event not less than thirty (30) days prior to the commencement beginning of each fiscal year of Fiscal Year, the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties Company will furnish to each Major Investor an annual operating plan and their Subsidiaries budget for the immediately following three Company and each Subsidiary for each Fiscal Year (3) fiscal years (setting forth such projections on both an annual basis operating plan and budget to be presented on a monthly basis for month-by-month basis, with reasonable and customary disclosures and such other details as the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafterBoard may require), such projections plan to be prepared and submitted in such format and detail as reasonably requested adopted by the Agent; Board prior to the beginning of such Fiscal Year and, as soon as practicable after the adoption thereof, copies of any revisions to such annual operating plan and budget.
(fvii) The Company shall promptly furnish such other information relating to the financial condition, operations and business business, prospects or corporate affairs of the Company as reasonably requested by any Credit Party Major Investor or any of its Subsidiaries as Assignee thereof from time to time.
(viii) Notwithstanding the rights set forth in section 18-305 of the Act, Unitholders shall only be entitled to the information and inspection rights set forth in this Section 11.01; provided, however, that upon written request of any Unitholder, the Company shall provide, within a reasonable time may be reasonably requested period but subject to availability, to such Unitholder the information set forth in Section 11.01(a)(ii) and the information set forth in section 18-305(a)(4) of the Act.
(ix) To extent the Company has rights pursuant to agreements with any third party manufacturing products for or on behalf of the Company or any Company Subsidiary to perform periodic audits or reviews of the manufacturing operations conducted by, and facilities of, such third party manufacturing products for or on behalf of the Company or any Company Subsidiary, the Company shall use commercially reasonable efforts to perform or cause a Company Subsidiary to perform such periodic audits or review as so permitted by the Agentapplicable agreement. As soon as practicable, but in any event not less than ninety (90) days after the end of each Fiscal Year, the Company will furnish to the Board a written report, in reasonable and customary detail, summarizing the results of such audits or reviews.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cempra Holdings, LLC)
Financial Statements and Information. Furnish to the Agent Agents and each Lender each of the following:
: (a) as soon as available and in any event within ninety 90 days (90or such shorter time period as may be required for publicly traded entities by the Securities and Exchange Commission or any successor agency) days after the end of each fiscal year (subject to extension by an additional fifteen (15) days so long as such extension does not cause U.S. Borrower to be in violation of the Credit Partiesany applicable Legal Requirements), Annual Audited Financial Statements of the Credit Parties and their Subsidiaries;
U.S. Borrower; (b) as soon as available and in any event within thirty 45 days (30or such shorter time period as may be required for publicly traded entities by the Securities and Exchange Commission or any successor agency) days after the end of each calendar monthof the first three fiscal quarters of each fiscal year (subject to extension by an additional five (5) days so long as such extension does not cause U.S. Borrower to be in violation of any applicable Legal Requirements), Monthly Unaudited Quarterly Financial Statements of the Credit Parties and their Subsidiaries;
U.S. Borrower; (c) concurrently with the financial statements provided for in Subsections 6.3(a7.2(a) and 6.3(b(b) hereof, such schedules, computations and other information, in reasonable detail, as may be reasonably required by Agents to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by a duly authorized officer of U.S. Borrower as true and correct in all material respects to the best knowledge of such officer and, commencing with the Annual Financial Statement prepared as of December 31, 2004, a compliance certificate (“Compliance Certificate”) substantially in the form of Exhibit F hereto, duly executed by such authorized officer; (d) by March 31 of each fiscal year, U.S. Borrower’s annual business plan for the then current fiscal year (including their proforma balance sheets and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, each financial statement, report, notice or definitive proxy statements sent by U.S. Borrower to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters) in respect thereof filed by U.S. Borrower with, or received by U.S. Borrower in connection therewith from, any securities exchange or the Securities and Exchange Commission or any successor agency; (f) (1) as of the Effective Date and (2) within 30 days after the end of each calendar month, a Borrowing Base Certificate as at the Effective Date or the last day of such calendar month, together with such supporting information as U.S. Agent may reasonably request; (g) within 30 days after (i) the end of each calendar quarter or (ii) receipt of a request therefor (which may be given from time to time) from U.S. Agent, (1) an Officer’s Certificatea listing and aging of the Accounts of (x) U.S. Borrower and its Subsidiaries (other than Foreign Subsidiaries or Excluded Subsidiaries), signed by a Responsible Officer (y) the Subsidiaries of applicable Credit PartyCanadian Borrower and (z) the Subsidiaries of U.K. Borrower which are Foreign Subsidiaries (other than Excluded Subsidiaries) as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as U.S. Agent may reasonably request (including information supporting the progress payments included in the Eligible Accounts) and (2) if applicablea summary of the Inventory of (x) U.S. Borrower and its Subsidiaries (other than Foreign Subsidiaries or Excluded Subsidiaries) and (y) the Subsidiaries of Canadian Borrower as of the end of the most recently ended calendar month, a written certificate prepared in Proper Formreasonable detail and containing such other information as U.S. Agent may reasonably request; (h) from time to time, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at any time upon the request of the U.S. Agent, but which has not yet done so as of at the date of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer cost of the applicable Credit Party;
Borrower, a report of an independent collateral field examiner approved by U.S. Agent in writing and reasonably acceptable to the applicable Borrower (d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report which may be, or management letter is ever issued)be affiliated with, any (1) interim Agent or special audit report made by independent accountants one of the books of the Credit Parties or any of their Subsidiaries or (2Lenders) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) above, with respect to the internal audit Accounts and financial controls Inventory components included in the U.S. Borrowing Base, the Canadian Borrowing Base and the U.K. Borrowing Base (provided, however, that so long as no Event of the Credit Parties Default has occurred and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Partiesis continuing, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth U.S. Agent shall not require such projections on both an annual basis and on a monthly basis for the upcoming fiscal report more than once per calendar year and on during the continuance of an annual basis only for the two (2) fiscal years thereafterEvent of Default, U.S. Agent shall not require such a report more than once per calendar quarter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(fi) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of its Subsidiaries Obligor as from time to time may be reasonably requested by any Agent or any Lender. Each delivery of a financial statement pursuant to this Section 7.2 shall constitute a restatement of the Agentrepresentations contained in the last two sentences of Section 6.2.
(c) Section 7.3(b) of the Loan Agreement is hereby amended to read in its entirety as follows:
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Samples: Loan Agreement (Natco Group Inc)
Financial Statements and Information. Furnish to the Agent Lender one copy of each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each of its fiscal years, beginning with the fiscal year of the Credit Parties1995, its Annual Audited Financial Statements of (audited for Sterling and unaudited for the Credit Parties and their Subsidiaries;
Borrower); (b) as soon as available and in any event within thirty (30) 45 days after the end of each calendar monthquarter of each of its fiscal years, Monthly Unaudited Quarterly Financial Statements of the Credit Parties and their Subsidiaries;
Statements; (c) concurrently with the financial statements provided for in Subsections 6.3(a7.2(a) and 6.3(b(b) hereof, such schedules, computations and other information, in reasonable detail, as may be required by the Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable date, all certified and signed by the
(1) an Officer’s Certificate, signed by a Responsible Officer as of applicable Credit Party, the Effective Date and (2) if applicablewithin 30 days after the end of each calendar month, a written certificate Borrowing Base Certificate as at March 31, 1995 for the Borrowing Base Certificate delivered as at the Effective Date and thereafter the last day of such calendar month or the date of such receipt, as the case may be, together with such supporting information as the Lender may reasonably request; (e) within 30 days after the end of each calendar month of each fiscal year, a management report prepared for use by management of Sterling with respect to sales and operating revenues and costs of manufacturing and related information for both Sterling and the Borrower in Proper Formsuch detail as such management report is prepared for the use of the management of Sterling; (f) from time to time, identifying each Subsidiary which is otherwise required by the provisions of Section 6.10 hereof to become a Guarantor at any time upon the request of the AgentLender, but which has not yet done so as at the cost of the date Borrower, a report of such certificate, and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
(d) as soon as available and in any event within five (5) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued), any (1) interim or special audit report made by independent accountants of the books of the Credit Parties or any of their Subsidiaries or (2) management letter prepared collateral field examiner approved by the independent public accountants who reported on Lender in writing and reasonably acceptable to the financial statements provided for in Subsection 6.3(aBorrower (which may be, or be affiliated with, the Lender) above, with respect to the internal audit Accounts and financial controls Inventory components included in the Borrowing Base (provided, however, that so long as no Event of Default has occurred and is continuing, the Credit Parties and their Subsidiaries;
Lender shall not require such a report more than once per calendar year); (eg) as soon as available and in any event within thirty (30) days prior to the commencement by September 30 of each fiscal year of year, the Credit Parties, management-prepared Consolidated financial projections of income and cash flow of Sterling for each of the Credit Parties next 12 calendar months, and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(fh) such other information relating to the condition (financial conditionor otherwise), operations and operations, prospects or business affairs of any Credit Party or any of the Borrower and its Subsidiaries and Sterling as from time to time may be reasonably requested by the AgentLender.
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Financial Statements and Information. Furnish or caused to be furnished (which may be by electronic access) to the Agent each of the following:
: (a) as soon as available and in any event within ninety (90) 90 days after the end of each fiscal year of the Credit PartiesParent, Annual Audited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
the Parent; (b) as soon as available and in any event within thirty (30) 50 days after the end of each calendar monthquarter (except the last quarter) of each fiscal year of the Parent, Monthly Quarterly Unaudited Financial Statements of the Credit Parties Borrower and their Subsidiaries;
the Parent; (c) concurrently with the financial statements provided for in Subsections 6.3(aSections 5.2(a) and 6.3(b(b) hereof, (1) an Officer’s Certificate, signed by a Responsible Officer together with such schedules, computations and other information (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of applicable Credit Partythe Borrower), and (2) if applicablein reasonable detail, a written certificate in Proper Form, identifying each Subsidiary which is otherwise as may be required by the provisions of Section 6.10 hereof Agent to become a Guarantor at demonstrate compliance with the request of the Agent, but which has not yet done so covenants set forth herein or reflecting any non-compliance therewith as of the date applicable date, all certified as true, correct and complete by a managing director, vice president, senior vice president, controller, a co-controller of such certificate, Borrower and providing an explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the applicable Credit Party;
Parent; (d) as soon as available promptly after the filing thereof, all reports to or filings made by the Parent or the Borrower or any of its Subsidiaries with the Securities and in any event Exchange Commission, including, without limitation, registration statements, but not including reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within five two (52) Business Days after the date of issuance thereof (if any such audit report or management letter is ever issued)receipt thereof, any (1) interim or special audit report made by independent accountants a copy of the books notification to the Borrower or to the Parent of the respective Credit Parties Rating of each, or any of their Subsidiaries or (2) management letter prepared by the independent public accountants who reported on the financial statements provided for in Subsection 6.3(a) abovenegative change therein, with respect to the internal audit and financial controls of the Credit Parties and their Subsidiaries;
(e) as soon as available and in any event within thirty (30) days prior to the commencement of each fiscal year of the Credit Parties, management-prepared Consolidated financial projections of the Credit Parties and their Subsidiaries for the immediately following three (3) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the upcoming fiscal year and on an annual basis only for the two (2) fiscal years thereafter), such projections to be prepared and submitted in such format and detail as reasonably requested by the Agent; and
(f) such other information relating to the financial condition, operations condition and business affairs of any Credit Party or any of its Subsidiaries the Borrower and the Parent as from time to time may be reasonably requested by any Lender. The Agent will send to each Lender the information received by the Agent pursuant to this Section 5.2 promptly after the receipt thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 shall be made (1) on the date of each Loan using the best information available to the Borrower, and (2) on the last day of each of the Parent’s fiscal quarters.
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