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 Company, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (a) and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer of the 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 (e) such other information relating to the financial condition and affairs of 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: Security Agreement (Whole Foods Market Inc), Security Agreement (Whole Foods Market 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 Company, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (a) and (b) hereof, an Officer’s 's Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer of the 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 (e) such other information relating to the financial condition and affairs of 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: Million Revolving Credit Agreement (Whole Foods Market Inc), Million Term Loan Agreement (Whole Foods Market 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) 100 days after the end of each respective fiscal year of the CompanyBorrower, Annual Audited Financial Statements of the Company and its SubsidiariesEastGroup Properties, prepared on a consolidated basisInc.; (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each respective fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on EastGroup Properties Inc. (which shall include a consolidated basisstatement of Funds From Operations); (c) within fifty (50) days after the end of the calendar quarter and concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, (i) an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably required by the Agent or any Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance 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 Borrower, and (ii) a current capital plan for the Companynext four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); (d) promptly upon their becoming availableafter the filing thereof, all financial registration statements and reports on Forms 10-K and 10-Q (other than or their equivalents) made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file 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 for viewing on the Borrower's website); (e) within ten (10) Business Days after the receipt thereof, a copy of the notification to EastGroup Properties Inc. of its S&P Rating or Xxxxx'x Rating, or change therein; and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
Appears in 2 contracts
Samples: Credit Agreement (Eastgroup Properties Inc), Term Loan Agreement (Eastgroup Properties Inc)
Financial Statements and Information. Furnish or caused to be furnished (which may be by electronic access) to the Agent and each Lender copies 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 CompanyParent, Annual Audited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisthe Parent; (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each fiscal year of the CompanyParent, Quarterly Unaudited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisthe Parent; (c) concurrently with the financial statements provided for in clauses (aSections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include Certificate, together with such schedules, computations and other informationinformation (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president, senior vice president, controller, a co-controller of Borrower and of the CompanyParent; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which Parent or the Company Borrower or any of its Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower or to the Parent of the respective Credit Rating of each, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company Borrower and any of its Subsidiaries the Parent as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 shall be made (other than 1) on the date of each Loan or issuance, renewal or extension of a Notice Letter of DefaultCredit using the best information available to the Borrower, and (2) may also be delivered by electronic means pursuant to Section 9.2(b).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 to the Agent and each Lender 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 Company, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include (i) such schedules, computations and other information, in reasonable detail, as may be reasonably required by the Agent or any Lender 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 a Responsible Officer the chief executive officer, president, chief operating officer or chief financial officer of the Company, and (ii) an Officer's Certificate, signed by the chief executive officer, president, chief operating officer or chief financial officer of the 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 (e) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderBank. 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 AgentAgent 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 Lenders 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. 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 1 contract
Financial Statements and Information. Furnish or caused to be furnished (which may be by electronic access) to the Agent and each Lender copies 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 CompanyParent, Annual Audited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisthe Parent; (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each fiscal year of the CompanyParent, Quarterly Unaudited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisthe Parent; (c) concurrently with the financial statements provided for in clauses (aSections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include Certificate, together with such schedules, computations and other informationinformation (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president, senior vice president, controller, a co-controller of Borrower and of the CompanyParent; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which Parent or the Company Borrower or any of its Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower or to the Parent of the respective Credit Rating of each, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company Borrower and any of its Subsidiaries the Parent as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 shall be made (other than 1) on the date of each Loan or issuance, renewal or extension of a Notice Letter of DefaultCredit using the best information available to the Borrower, and (2) may also be delivered by electronic means pursuant to Section 9.2(b)on the last day of each of the Parent’s fiscal quarters.
Appears in 1 contract
Financial Statements and Information. Furnish or caused to be furnished (which may be by electronic access) to the Agent and each Lender copies 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 CompanyParent, Annual Audited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisthe Parent; (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each fiscal year of the CompanyParent, Quarterly Unaudited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisthe Parent; (c) concurrently with the financial statements provided for in clauses (aSections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include Certificate, together with such schedules, computations and other informationinformation (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president, senior vice president, controller, a co-controller of Borrower and of the CompanyParent; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which Parent or the Company Borrower or any of its Subsidiaries may file with the Securities and 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 two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower or to the Parent of the respective Credit Rating of each, or negative change therein, and (ef) such other information relating to the financial condition and affairs of the Company Borrower and any of its Subsidiaries the Parent as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 shall be made (other than a Notice 1) on the date of Defaulteach Loan using the best information available to the Borrower, and (2) may also be delivered by electronic means pursuant to Section 9.2(b)on the last day of each of the Parent’s fiscal quarters.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and and, in each Lender copies case other than the monthly management report described in clause (e) below, 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 CompanyParent, beginning with the fiscal year 1995, Annual Audited Financial Statements of the Company Parent and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) 45 days after the end of each calendar quarter (excluding the fourth quarter) of each fiscal year of the CompanyParent, Quarterly Unaudited Financial Statements of the Company Parent and its Subsidiaries, prepared on a consolidated basisSubsidiaries and of the Borrower; (c) concurrently with the financial statements provided for in clauses (aSubsections 7.2(a) and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 or chief financial officer of the Borrower (or other authorized officer approved by the Agent) as true, correct and complete and, commencing with the quarterly financial statement prepared as of September 30, 1995, a compliance certificate ("Compliance Certificate") in the form of Exhibit E hereto, duly executed by such authorized officer (provided, however, that if a Responsible Officer of "Compliance Certificate" has been delivered by the CompanyParent for any applicable period as provided for in the Parent Credit Facility, the Borrower shall not be required to deliver a Compliance Certificate with respect to such period pursuant to this provision); (d) within 30 days after the end of each calendar month of each fiscal year of the Parent, a management report with respect to sales and operating revenues and costs of manufacturing and related information in such detail as such management report is prepared for the use of the management of the Parent (promptly upon their becoming availablereceipt of each such report, all Agent shall forward copies thereof to each Lender); (e) by October 31 of each year, the financial statements (other than projections of income and cash flow of the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements Parent for each month of the fiscal year of the Parent which begins on the Company or any of its Subsidiaries may file with the Securities and Exchange CommissionOctober 1 immediately preceding such October 31, and (ef) such other information relating to the condition (financial condition and affairs or otherwise), operations, prospects or business of any of the Company Parent 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 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender ------------------------------------ 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 Company, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include (i) such schedules, computations and other ------------------ --- information, in reasonable detail, as may be reasonably required by the Agent or any Lender 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 a Responsible Officer the chief executive officer, president, chief operating officer or chief financial officer of the Company, and (ii) an Officer's Certificate, signed by the chief executive officer, president, chief operating officer or chief financial officer of the 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 (e) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderBank. 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 AgentAgent 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 Lenders 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. 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 1 contract
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) 105 days after the end of each applicable fiscal year, beginning with the fiscal year of the Companyending on March 31, 2000, Annual Audited Financial Statements, together with a Borrower-prepared reconciliation of such Annual Financial Statements with annual financial statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisRestricted Subsidiaries (attested by Borrower as true and correct in all material respects); (b) as soon as available and in any event within forty-five (45) 60 days after the end of each fiscal quarter (excluding the fourth quarter) of each applicable fiscal year of the Companyyear, Quarterly Unaudited Financial Statements, together with a Borrower-prepared reconciliation of such Quarterly Financial Statements with quarterly financial statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisRestricted Subsidiaries (attested by Borrower as true and correct in all material respects); (c) concurrently with the financial statements provided for in clauses (aSubsections 7.2(a) and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 as true, correct and complete attested by a Responsible Officer duly authorized officer of Borrower as true and correct in all material respects to the Companybest knowledge of such officer and, commencing with the quarterly financial statements prepared as of June 30, 2000, a compliance certificate ("Compliance Certificate") substantially in the form of EXHIBIT E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, all each financial statement, report, notice or definitive proxy statements sent by Borrower to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters and other than registrations on Form S-8 under the Annual Audited Financial Statements Securities Act, registrations of equity securities pursuant to Rule 415 under the Securities Act which do not involve an underwritten public offering and Quarterly Unaudited Financial Statements)reports on Form 11-K or pursuant to Section 16(a) under the Exchange Act) in respect thereof filed by Borrower with, registration statementsor received by Borrower in connection therewith from, reports and proxy statements which the Company any securities exchange or any of its Subsidiaries may file with the Securities and Exchange CommissionCommission or any successor agency, and (e) such other information relating to the condition (financial condition and affairs or otherwise), operations, prospects or business of the Company and Borrower or any of its Restricted Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderAgent. In addition to the Each delivery of a 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 statement pursuant to this Section 5.2 (other than 7.2 shall constitute a Notice restatement of Default) may also be delivered by electronic means pursuant to the representations contained in the last two sentences of Section 9.2(b)6.2.
Appears in 1 contract
Financial Statements and Information. Furnish For so long as MW shall have any obligation to the Agent and each Lender copies of each of the followingGE Capital under this Agreement, it shall deliver to GE Capital: (a) as soon as available Within one hundred five (105) days after the close of each fiscal year, a copy of the annual financial statements of MW and Parent, consisting of a balance sheet, income statement and statements showing changes in financial position, certified by independent public accountants regularly retained by MW and Parent and accompanied by such accountants' certification stating that, in the normal course of their audit, such accountants have not become aware of any event within ninety Event of Default under this Agreement (90or, if there is any such Event of Default, describing it and the steps, if any, being taken to cure it); (b) Within sixty (60) days after the end of each fiscal year of quarter, except the Company, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each last quarter (excluding the fourth quarter) of each fiscal year of MW, a copy of an unaudited financial statement of MW prepared in the Company, Quarterly Unaudited Financial Statements same manner as the audit report referred to in Section (a) above and consisting of a balance sheet as of the Company close of that quarter, statements of earnings for that quarter and its Subsidiaries, prepared on a consolidated basisstatements of earnings and cash flows for the period from the beginning of that fiscal year to the close of that quarter; (c) concurrently Within thirty (30) days after learning of the occurrence of either of the following written notice thereof, describing the same and the steps (if any) being taken by MW with respect thereto: (i) the occurrence of any Event of Default (whether or not cured), or (ii) the institution of any Material Litigation or development which might lead to Material Litigation. The financial statements provided which are delivered by or for in clauses (aMW to GE Capital pursuant to Section 4(a) and (b) hereofshall be prepared in accordance with generally accepted accounting principles, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably required by the Agent or any Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith accurately reflect MW's financial condition as of the applicable date, all certified as true, correct and complete by a Responsible Officer of the 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 (e) such other information relating to the financial condition and affairs of 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 date 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)statements.
Appears in 1 contract
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 the later of (90i) 90 days after the end of each applicable fiscal year of or (ii) five Business Days after Borrower's applicable Securities and Exchange Commission report filing date for such fiscal year, beginning with the Companyfiscal year ending on December 31, 2003, Annual Audited Financial Statements, together with a Borrower-prepared reconciliation of such Annual Financial Statements with annual financial statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisRestricted Subsidiaries (attested by Borrower as true and correct in all material respects); (b) as soon as available and in any event within forty-five the later of (45i) 45 days after the end of each fiscal quarter (excluding the fourth quarter) of each applicable fiscal year or (ii) five Business Days after Borrower's applicable Securities and Exchange Commission report filing date for such fiscal quarter of the Companyeach applicable fiscal year, Quarterly Unaudited Financial Statements, together with a Borrower- prepared reconciliation of such Quarterly Financial Statements with quarterly financial statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisRestricted Subsidiaries (attested by Borrower as true and correct in all material respects); (c) concurrently with the financial statements provided for in clauses (aSubsections 7.2(a) and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 as true, correct and complete attested by a Responsible Senior Financial Officer as true and correct in all material respects to the best knowledge of such officer and, commencing with the Companyquarterly financial statement prepared as of December 31, 2003, a compliance certificate ("Compliance Certificate") substantially in the form of Exhibit E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, all each financial statement, report, notice or definitive proxy statements sent by Borrower to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters and other than registrations on Form S-8 under the Annual Audited Financial Statements Securities Act, registrations of equity securities pursuant to Rule 415 under the Securities Act which do not involve an underwritten public offering and Quarterly Unaudited Financial Statements)reports on Form 11-K or pursuant to Section 16(a) under the Exchange Act) in respect thereof filed by Borrower with, registration statementsor received by Borrower in connection therewith from, reports and proxy statements which the Company any securities exchange or any of its Subsidiaries may file with the Securities and Exchange CommissionCommission or any successor agency, (e) promptly after the Borrower has notified the Agent of any intention by the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; (f) such other information relating to bilateral facilities maintained outside of this Agreement, which may include information regarding the obligor, the institution, the facility size and outstanding balances, and (eg) such other information relating to the condition (financial condition and affairs or otherwise), operations, prospects or business of the Company and Borrower or any of its Restricted Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderAgent. In addition to the Each delivery of a 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 statement pursuant to this Section 5.2 (other than 7.2 shall constitute a Notice restatement of Default) may also be delivered by electronic means pursuant to the representations contained in the last two sentences of Section 9.2(b)6.2.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender copies 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 CompanyBorrower, beginning with the fiscal year 1995, Annual Audited Financial Statements of the Company Borrower and the Borrower's Subsidiaries together with unaudited consolidating financial statements of the Borrower and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) 45 days after the end of each quarter (excluding the fourth quarter) calendar month of each fiscal year of the CompanyBorrower, Quarterly Unaudited Monthly Financial Statements of the Company Borrower and its the Borrower's Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSUBSECTIONS 7.2(A) and (b) hereofB), an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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) as true, correct and complete and, a compliance certificate ("COMPLIANCE CERTIFICATE") in the form of EXHIBIT F hereto, duly executed by a Responsible Officer of the Company; such authorized officer, (d) promptly upon their becoming available(1) as of the Effective Date and (2) within 30 days after (i) the end of each calendar month or (ii) receipt of a request therefor (which may be given from time to time) from the Agent, all financial statements a Borrowing Base Certificate as at the Effective Date or 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 Agent may reasonably request; (other than e) (1) as of the Annual Audited Financial Statements Effective Date and Quarterly Unaudited Financial Statements)(2) within 30 days after (i) the end of each calendar month or (ii) receipt of a request therefor (which may be given from time to time) from the Agent, registration statements, reports (y) a listing and proxy statements which aging of the Company or any Accounts of the Borrower and its Subsidiaries may file with the Securities and Exchange Commission, and (ez) a listing and aging of the accounts payable of the Borrower and its Subsidiaries, in each case, as of the end of the most recently ended calendar month, prepared in reasonable detail and containing such other information as the Agent may request; and (f) such other information relating to the condition (financial condition and affairs or otherwise), operations, prospects or business of any of the Company Borrower and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderAgent. In addition to the Each delivery of a 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 statement pursuant to this Section 5.2 (other than SECTION 7.2 shall constitute a Notice republication of Default) may also be delivered by electronic means pursuant to Section 9.2(b)the representations contained in SECTION 6.2.
Appears in 1 contract
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) 90 days after the end of each respective fiscal year of the CompanyBorrower and of Parkway Properties, Inc., Annual Audited Financial Statements of the Company Borrower and its Subsidiariesof Parkway Properties, prepared on a consolidated basisInc. (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within 45 days after the end of each quarter (except 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 quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of the CompanyBorrower; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by Parkway Properties, Inc., the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower of the Borrower's S&P Rating or Xxxxx'x Rating, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by electronic means pursuant to Section 9.2(b).Agent. 5.3
Appears in 1 contract
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 CompanyBorrower or the Parent, as the case may be, Annual Audited Financial Statements of the Company Parent, Borrower and their Subsidiaries; (b) as soon as available and in any event within thirty (30) days after the end of each fiscal month of the Borrower, Monthly Unaudited Financial Statements of the Borrower and its Subsidiaries, prepared on a consolidated basis; (bc) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter (excluding the fourth quarter) of each fiscal year of the CompanyParent, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basisParent; (cd) concurrently with the financial statements of Borrower provided for in clauses (aSUBSECTIONS 6.3(A) and (b6.3(B) hereof, (1) an Officer’s Certificate 's Certificate, signed by a Responsible Officer of the Borrower, and (2) a written certificate in Proper Form, identifying each Subsidiary which shall include is otherwise required by the provisions of SECTION 6.10 hereof to become a Guarantor at the request of the Lender, 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 Borrower; (e) as soon as available and in any event within five (5) days after the date of issuance thereof, 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 Parent, Borrower and either of their Subsidiaries; (f) 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 reasonably required or requested 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 dateLender, all certified as true, correct and complete by a Responsible Officer of the CompanyBorrower; (dg) 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 subsequent to the commencement of each fiscal year of the Borrower, management-prepared Consolidated financial projections of the Borrower and its Subsidiaries for the immediately following fiscal year (setting forth such projections on both an annual basis and on a monthly basis), such projections to be in such format and detail as reasonably requested by the Lender; (i) promptly upon their becoming after the same become publicly available, all copies of such financial statements (other than the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements)information, registration statements, reports annual, periodic and other reports, and such proxy statements which and other information, if any, as shall be filed by the Company or any of its Subsidiaries may file Parent with the Securities and Exchange CommissionCommission 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 (ej) such other information relating to the financial condition condition, operations and business affairs of the Company and Borrower or 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 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender 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 Company, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include (i) such schedules, computations and other information, in reasonable detail, as may be reasonably required by the Agent or any Lender 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 a Responsible Officer the chief executive officer, president, chief operating officer or chief financial officer of the Company, and (ii) an Officer’s Certificate, signed by the chief executive officer, president, chief operating officer or chief financial officer of the 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 (e) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderBank. 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 AgentAgent 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 Lenders 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. 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 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender copies of 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 Company, Borrower Annual Audited Financial Statements of EastGroup Properties, Inc. and annual unaudited financial statements of the Company and its Subsidiaries, prepared on a consolidated basisOperating Partnership (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each respective fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on Borrower (which shall include a consolidated basisstatement of Funds From Operations); (c) within fifty (50) days after the end of the calendar quarter and concurrently with the financial statements provided for in clauses (aSUBSECTIONS 5.2(a) and (b) hereof, (i) an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of Borrower, and (ii) a current capital plan for the Companynext four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Operating Partnership of the Borrower's S&P Rating or Moodx'x Xxxing, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 SECTION 5.2 (other than a Notice of Default) may also be delivered promptly after the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender copies of 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 CompanyBorrower and of Parkway Properties, Inc., Annual Audited Financial Statements of the Company Borrower and its Subsidiariesof Parkway Properties, prepared on a consolidated basisInc. (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within 45 days after the end of each quarter (except 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 quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of the CompanyBorrower; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by Parkway Properties, Inc., the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower of the Borrower's S&P Rating or Xxxxx'x Rating, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower 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 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender copies of 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 Company, Borrower Annual Audited Financial Statements of EastGroup Properties, Inc. and annual unaudited financial statements of the Company and its Subsidiaries, prepared on a consolidated basisOperating Partnership (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each respective fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on Borrower (which shall include a consolidated basisstatement of Funds From Operations); (c) within fifty (50) days after the end of the calendar quarter and concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, (i) an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of Borrower, and (ii) a current capital plan for the Companynext four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Operating Partnership of the Borrower's S&P Rating or Xxxxx'x Rating, or change therein; and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
Appears in 1 contract
Financial Statements and Information. Furnish The Borrower will furnish to ------------------------------------ the Agent three (3) copies and to each Lender copies 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 CompanyBorrower (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 Company Borrower and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within fortyforty- 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-five Q as filed with the Securities and Exchange Commission, together with Quarterly Unaudited Financial Statements of the Borrower and its Subsidiaries, (45c) as soon as available and in any event within thirty (30) days after the end of each quarter (excluding the fourth quarter) of each fiscal year of the Companycalendar month, Quarterly Monthly Unaudited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basis; (cd) concurrently with the financial statements provided for in clauses (aSubsections 6.3(a) and (b6.3(b) hereof, ------------------ ------ (1) a Compliance Certificate, signed by a Responsible Officer of the Borrower, and (2) 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 Officer’s Certificate which explanation of the reasons why each such Subsidiary is not a Guarantor, signed by a Responsible Officer of the Borrower; (e) as soon as available and in any event within five (5) Business Days after the date of receipt thereof (if any such management letter is ever issued), 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 financial controls of the Borrower and its Subsidiaries; (f) 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 include 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 or any Lender with regard to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance therewith as of the applicable dateCompanies, all certified as true, correct and complete by a Responsible Officer of the CompanyBorrower; (dh) promptly upon their becoming availableas soon as available and in any event within twenty (20) days after the end of each month, all 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 Borrower, management- prepared Consolidated financial statements projections of the Borrower and its Subsidiaries for the immediately following fiscal year (other than setting forth such projections on both an annual basis and on a monthly basis for the Annual Audited Financial Statements and Quarterly Unaudited Financial Statementsupcoming fiscal year), registration statementssuch projections to be in such format and detail as reasonably requested by the Agent; (k) as soon as available and in any event weekly, reports the nine-week cash flow projection of the Borrower and proxy statements which its Subsidiaries; (l) as soon as available and in any event within twenty (20) days after the Company or any end of each month, a report containing schedules showing the amounts and locations of all cash of the Borrower and its Subsidiaries may file with Subsidiaries, in form and detail satisfactory to the Securities and Exchange Commission, Agent; and (em) such other information relating to the financial condition condition, operations, Property and business affairs of the Company and Borrower or any of its Subsidiaries or Foreign Affiliates 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)Bank.
Appears in 1 contract
Samples: Credit Agreement (Cellstar 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) 90 days after the end of each fiscal year of the CompanyBorrower, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basisBorrower (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within forty-five (45) 45 days after the end of each quarter (excluding except the fourth last quarter) of each fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on Borrower (which shall include a consolidated basisstatement of Funds From Operations); (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or controller of the CompanyBorrower's REIT Manager; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower of the Borrower's S&P Rating or Xxxxx'x Rating, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
Appears in 1 contract
Financial Statements and Information. Furnish (which may be by ------------------------------------ electronic access) to the Agent and each Lender copies 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 CompanyBorrower, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basisBorrower; (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basisBorrower; (c) concurrently with the financial statements provided for in clauses (aSections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include 's --------------- --- Certificate, together with such schedules, computations and other informationinformation (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of the Borrower and as to Ameriton), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president, senior vice president, controller, a co-controller of the CompanyBorrower; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower of the Borrower's Credit Rating, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt ----------- thereof by Agent. The financial calculations for Sections 5.3, 5.15 and 6.4 ------------ ---- --- shall be made (other than 1) on the date of each Loan or issuance, renewal or extension of a Notice Letter of DefaultCredit using the best information available to the Borrower, and (2) may also be delivered by electronic means pursuant to Section 9.2(b)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 copies of 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 Company2000, Annual Audited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisCarrols Holdings; (b) as soon as available and in any event within forty-five (45) 45 days after the end of each fiscal quarter (excluding other than the fourth last fiscal quarter) of each applicable fiscal year and within 100 days after the end of the Companylast fiscal quarter of each fiscal year, Quarterly Unaudited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisCarrols Holdings; (c) concurrently with the financial statements provided for in clauses (aSubsections 7.2(a) ------------------ and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in --- reasonable detail, as may be reasonably 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 or chief financial officer of Borrower (or other authorized officer approved by Agent) as truetrue and correct in all material respects to the best knowledge of such officer and, correct and complete by a Responsible Officer commencing with the annual statement prepared as of the Companylast day of the fiscal year 2000, a compliance certificate ("Compliance Certificate") in the ---------------------- form of Exhibit F hereto, duly executed by such authorized officer; (d) by the --------- last day of each fiscal year, Borrower's annual business plan for the next fiscal year (including its balance sheet and income and cash flow projections for such fiscal year); (e) promptly upon their becoming publicly available, all 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 the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements)transmittal letters) in respect thereof filed by any Obligor with, registration statementsor received by any Obligor in connection therewith from, reports and proxy statements which the Company any securities exchange or any of its Subsidiaries may file with the Securities and Exchange CommissionCommission or any successor agency, and (ef) such other information relating to the condition (financial condition and affairs or otherwise), operations, prospects or business of the Company and any of its Subsidiaries Obligor as from time to time may be reasonably requested by the Agent or any LenderAgent. 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 for Borrower and its Subsidiaries, Carrols Holding shall be prepared on a consolidated basis, has been negatively impacted as at and shall provide comparison to the end corresponding period of the immediately preceding previous 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 year. Each delivery 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 a 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 statement pursuant to this Section 5.2 (other than 7.2 shall constitute a Notice restatement of Default) may also be delivered by electronic means pursuant to the ----------- representations contained in the last two sentences of Section 9.2(b).6.2. -----------
Appears in 1 contract
Samples: Loan Agreement (Carrols 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) 90 days after the end of each applicable fiscal year, beginning with the fiscal year of the Companyending on December 31, 2010, Annual Audited Financial Statements of Borrower in the Company form filed with the Securities and its Subsidiaries, prepared Exchange Commission (publicly filing 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 a consolidated basisthe 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 forty-five (45) 45 days after the end of each quarter (excluding the fourth fiscal quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of Borrower in the Company form filed with the SEC (publicly filing Borrower’s Form 10-Q with the Securities and its Subsidiaries, prepared Exchange Commission will satisfy the requirements of this subsection and shall be deemed furnished and delivered on a consolidated basisthe 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 clauses (aSubsections 7.2(a) and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 as true, correct and complete signed by a Responsible Officer of Borrower (or other authorized officer approved by Agent) as true and correct in all material respects to the Companyknowledge of such Responsible Officer and, concurrently with the financial statements provided for in Subsections 7.2(a) and (b) hereof commencing with the Quarterly Financial Statement for the fiscal quarter ending March 31, 2011, a compliance certificate (“Compliance Certificate”) in the form of Exhibit F hereto, duly executed by a Responsible Officer; (d) as soon as available and in any event within 90 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 2010, annual financial statements prepared on a statutory basis for the Insurance Company Subsidiaries which are not Foreign Subsidiaries (as filed with the appropriate regulatory authorities); (e) as soon as available and in any event within 60 days after the end of each applicable fiscal quarter (other than the last fiscal quarter of a fiscal year), beginning with the fiscal quarter ending on March 31, 2011, quarterly financial statements prepared on a statutory basis for the Insurance Company Subsidiaries which are not Foreign Subsidiaries (as filed with the appropriate regulatory authorities); (f) as soon as available and in any event within 180 days after the end of each applicable fiscal year, beginning with the fiscal year ending on December 31, 2010, annual financial statements prepared on a statutory basis for each Insurance Company Subsidiary which is a Foreign Subsidiary (as filed with the applicable regulatory authorities); (g) promptly upon their becoming publicly available, all financial statements (other than the Annual Audited Financial Statements each periodic report and Quarterly Unaudited Financial Statements), each registration statements, reports and proxy statements which the Company statement or prospectus filed by Borrower or any of its Subsidiaries may file with any securities exchange or the Securities and Exchange Commission or any successor agency; provided that publicly filing such documents with the Securities and Exchange CommissionCommission 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; (h) within sixty (60) days after the end of each fiscal year, projections of the consolidated financial statements of Borrower and its Subsidiaries for the following fiscal year; (i) at the request of Agent or the Majority Lenders, independent actuarial reserve adequacy summary reports for the Insurance Company Subsidiaries, in such form and substance as is utilized by the applicable Insurance Company Subsidiary in the ordinary course of its business and which conforms to normal and customary industry practice, issued by the actuarial consultant utilized by the Insurance Company Subsidiaries, such consultant to be reasonably satisfactory to Agent and the Majority Lenders; (j) within thirty (30) days after the provision thereof, all significant reports by the National Association of Insurance Commissioners or any insurance regulatory authority or other Governmental Authority which are material with respect to any Insurance Company Subsidiary’s insurance business, and (ek) such other financial projections and other information (including without limitation significant filings under state insurance holding company acts) relating to the condition (financial condition and affairs or otherwise), operations or business of the Company and Borrower or any of its Material 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 through Agent); provided that reasonably requests such delivery. Information so long as no Event of Default shall be continuing, the Borrower shall not be required to be delivered provide any additional financial projections other than those described in clause (h) above. Each delivery of a financial statement pursuant to this Section 5.2 (other than 7.2 shall constitute a Notice restatement of Default) may also be the representations contained in Section 6.2 with respect to the period of time from the date of such most recently delivered by electronic means pursuant to Section 9.2(b)financial statements.
Appears in 1 contract
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 CompanyBorrower, Annual Audited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basis; (b) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter (excluding the fourth quarter) of each fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basis; (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 clauses (aSubsections 6.3(a) and (b6.3(b) hereof, (1) an Officer’s Certificate 's Certificate, signed by a Responsible Officer of the Borrower, and (2) a written certificate in Proper Form, identifying each Subsidiary which shall include 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 Borrower; (e) as soon as available and in any event within five (5) days after the date of issuance thereof (if any such management letter is ever issued), 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 Borrower and its Subsidiaries; (f) 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 reasonably required or requested 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 dateAgent, all certified as true, correct and complete by a Responsible Officer of the CompanyBorrower; (dg) promptly upon their becoming availableas soon as available and in any event within fifteen (15) days after the end of each month, all 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 subsequent to the commencement of each fiscal year of the Borrower, management-prepared Consolidated financial statements projections of the Borrower and its Subsidiaries for the immediately following two (other than 2) fiscal years (setting forth such projections on both an annual basis and on a monthly basis for the Annual Audited Financial Statements upcoming fiscal year and Quarterly Unaudited Financial Statementson an annual basis only for the fiscal year thereafter), registration statements, reports such projections to be in such format and proxy statements which detail as reasonably requested by the Company or any of its Subsidiaries may file with the Securities and Exchange Commission, Agent; and (ei) such other information relating to the financial condition condition, operations and business affairs of the Company and Borrower or 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 1 contract
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 the later of (90i) 90 days after the end of each applicable fiscal year of or (ii) five Business Days after Borrower's applicable Securities and Exchange Commission report filing date for such fiscal year, beginning with the Companyfiscal year ending on December 31, 2002, Annual Audited Financial Statements, together with a Borrower-prepared reconciliation of such Annual Financial Statements with annual financial statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisRestricted Subsidiaries (attested by Borrower as true and correct in all material respects); (b) as soon as available and in any event within forty-five the later of (45i) 45 days after the end of each fiscal quarter (excluding the fourth quarter) of each applicable fiscal year or (ii) five Business Days after Borrower's applicable Securities and Exchange Commission report filing date for such fiscal quarter of the Companyeach applicable fiscal year, Quarterly Unaudited Financial Statements, together with a Borrower-prepared reconciliation of such Quarterly Financial Statements with quarterly financial statements of the Company Borrower and its Subsidiaries, prepared on a consolidated basisRestricted Subsidiaries (attested by Borrower as true and correct in all material respects); (c) concurrently with the financial statements provided for in clauses (aSubsections 7.2(a) and (b) hereof, an Officer’s Certificate which shall include such schedules, computations and other information, in reasonable detail, as may be reasonably 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 as true, correct and complete attested by a Responsible Senior Financial Officer as true and correct in all material respects to the best knowledge of such officer and, commencing with the Companyquarterly financial statement prepared as of June 30, 2003, a compliance certificate ("Compliance Certificate") substantially in the form of Exhibit E hereto, duly executed by such authorized officer; (d) promptly upon their becoming publicly available, all each financial statement, report, notice or definitive proxy statements sent by Borrower to shareholders generally and each regular or periodic report and each registration statement, prospectus or written communication (other than transmittal letters and other than registrations on Form S-8 under the Annual Audited Financial Statements Securities Act, registrations of equity securities pursuant to Rule 415 under the Securities Act which do not involve an underwritten public offering and Quarterly Unaudited Financial Statements)reports on Form 11-K or pursuant to Section 16(a) under the Exchange Act) in respect thereof filed by Borrower with, registration statementsor received by Borrower in connection therewith from, reports and proxy statements which the Company any securities exchange or any of its Subsidiaries may file with the Securities and Exchange CommissionCommission or any successor agency, (e) promptly after the Borrower has notified the Agent of any intention by the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; (f) such other information relating to bilateral facilities maintained outside of this Agreement, which may include information regarding the obligor, the institution, the facility size and outstanding balances, and (eg) such other information relating to the condition (financial condition and affairs or otherwise), operations, prospects or business of the Company and Borrower or any of its Restricted Subsidiaries as from time to time may be reasonably requested by the Agent or any LenderAgent. In addition to the Each delivery of a 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 statement pursuant to this Section 5.2 (other than 7.2 shall constitute a Notice restatement of Default) may also be delivered by electronic means pursuant to the representations contained in the last two sentences of Section 9.2(b)6.2.
Appears in 1 contract
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) 100 days after the end of each respective fiscal year of the CompanyBorrower, Annual Audited Financial Statements of EastGroup Properties, Inc. and, solely with respect to the Company fiscal year ended December 31, 2021, a report in form and its Subsidiaries, prepared substance reasonably acceptable to the Sustainability Agent setting forth the 2021 Baseline (as defined on a consolidated basisSchedule I hereto); (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each respective fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on EastGroup Properties Inc. (which shall include a consolidated basisstatement of Funds From Operations); (c) within fifty (50) days after the end of the calendar quarter and concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, (i) an Officer’s Certificate which shall include Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably required by the Agent or any Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance 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 Borrower, and (ii) a current capital plan for the Companynext four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); (d) promptly upon their becoming availableafter the filing thereof, all financial registration statements and reports on Forms 10-K and 10-Q (other than or their equivalents) made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file 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 for viewing on the Borrower’s website); (e) within ten (10) Business Days after the receipt thereof, a copy of the notification to EastGroup Properties Inc. of its S&P Rating or Xxxxx’x Rating, or change therein; and (ef) if any ERISA Event shall occur that individually, or together with any other ERISA Event that has occurred, would reasonably be expected to have a Material Adverse Effect, a certificate of the chief executive officer or chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; and (g) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
Appears in 1 contract
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) 100 days after the end of each respective fiscal year of the CompanyBorrower, Annual Audited Financial Statements of EastGroup Properties, Inc. and, solely with respect to the Company fiscal year ended December 31, 2021, a report in form and its Subsidiaries, prepared substance reasonably acceptable to the Sustainability Agent setting forth the 2021 Baseline (as defined on a consolidated basisSchedule I hereto); (b) as soon as available and in any event within forty-five (45) 50 days after the end of each quarter (excluding except the fourth last quarter) of each respective fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on EastGroup Properties Inc. (which shall include a consolidated basisstatement of Funds From Operations); (c) within fifty (50) days after the end of the calendar quarter and concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, (i) an Officer’s Certificate which shall include Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably required by the Agent or any Lender to demonstrate compliance with the covenants set forth herein or reflecting any non-compliance 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 Borrower, and (ii) a current capital plan for the Companynext four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); (d) promptly upon their becoming availableafter the filing thereof, all financial registration statements and reports on Forms 10-K and 10-Q (other than or their equivalents) made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file 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 for viewing on the Borrower’s website); (e) within ten (10) Business Days after the receipt thereof, a copy of the notification to EastGroup Properties Inc. of its S&P Rating or Xxxxx’x Rating, or change therein; and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
Appears in 1 contract
Financial Statements and Information. Furnish to the Agent and each Lender copies of 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 CompanyBorrower and of Parkway Properties, Inc., Annual Audited Financial Statements of the Company Borrower and its Subsidiariesof Parkway Properties, prepared on a consolidated basisInc. (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within 45 days after the end of each quarter (except 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 quarter (excluding the fourth quarter) of each fiscal year of the Company, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basis; (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or senior vice president, of the CompanyBorrower; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by Parkway Properties, Inc., the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its their respective Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower of the Borrower's S&P Rating or Mxxxx'x Rating, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower 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).5.3
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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) 90 days after the end of each fiscal year of the CompanyBorrower, Annual Audited Financial Statements of the Company and its Subsidiaries, prepared on a consolidated basisBorrower (which shall include an unaudited statement of Funds From Operations); (b) as soon as available and in any event within forty-five (45) 45 days after the end of each quarter (excluding except the fourth last quarter) of each fiscal year of the CompanyBorrower, Quarterly Unaudited Financial Statements of the Company and its Subsidiaries, prepared on Borrower (which shall include a consolidated basisstatement of Funds From Operations); (c) concurrently with the financial statements provided for in clauses (aSubsections 5.2(a) and (b) hereof, an ------------------ --- Officer’s Certificate which shall include 's Certificate, together with such schedules, computations and other informationinformation (including, without limitation, if provided to Borrower information as to Unconsolidated Affiliates of the Borrower), in reasonable detail, as may be reasonably 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 as true, correct and complete by a Responsible Officer managing director, vice president or controller of the CompanyBorrower's REIT Manager; (d) promptly upon their becoming availableafter the filing thereof, all financial statements (other than reports to or filings made by the Annual Audited Financial Statements and Quarterly Unaudited Financial Statements), registration statements, reports and proxy statements which the Company Borrower or any of its Subsidiaries may file with the Securities and Exchange Commission, including, without limitation, registration statements and reports on Forms 10-K, 10-Q and 8-K (or their equivalents); (e) within two (2) Business Days after the receipt thereof, a copy of the notification to the Borrower of the Borrower's S&P Rating or Xxxxx'x Rating, or change therein, and (ef) such other information relating to the financial condition and affairs of the Company and any of its Subsidiaries Borrower as from time to time may be reasonably requested by the Agent or any Lender. In addition The Agent will send to each Lender 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 received 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 promptly after ----------- the receipt thereof by electronic means pursuant to Section 9.2(b)Agent.
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