Common use of Financial Statements and Notices Clause in Contracts

Financial Statements and Notices. The Borrower shall furnish to the Lender all of the following financial statements, information and notices: (a) The Borrower shall, within thirty (30) days after it is required to file the same with the Securities and Exchange Commission, deliver copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to time by rules and regulations prescribe) which the Borrower may be required to file with the Securities and Exchange Commission pursuant to section 23 or section 15(d) of the Securities Exchange Act of 1934, as amended. (b) Promptly but in no event later than one (1) Business Day after (i) the occurrence of an Event of Default or an Incipient Default, or (ii) any default or Event of Default as defined in any evidence of Indebtedness or under any agreement, indenture or other instrument under which such evidence of Indebtedness has been issued, whether or not such Indebtedness is accelerated or such default waived, the Borrower shall notify the Lender thereof, and within five (5) calendar days after obtaining such an occurrence, a statement of a Authorized Officer setting forth details of such Event of Default or Incipient Default and the action which the Borrower proposes to take with respect thereto. (c) As soon as practicable written notice of any actual or threatened claims, litigation, suits, investigations, proceedings or disputes against or affecting the Borrower, including, without limitation: (i) any claims, litigations, suits, investigations, proceedings or disputes involving in aggregate a monetary amount in excess of fifty thousand dollars ($50,000), whether or not covered by insurance; (ii) any labor controversy which is reasonably expected to result in a strike against the Borrower; (iii) any proposal by any Governmental Authority to acquire any of the assets or business of the Borrower; (iv) any investigation or proceeding before or by any Governmental Authority, the effect of which could reasonably be expected materially to limit, prohibit or restrict the manner in which the Borrower currently conducts its business or to declare any substance contained in the products manufactured or distributed by the Borrower to be dangerous; (v) any summons, citation, directive, notice, complaint, letter or other communication, whether oral or written, from any person concerning any alleged violation by the Borrower, or any predecessor of the Borrower, of any Environmental Law, or any alleged noncompliance of any of the properties or the operations of the Borrower therewith; or (vi) any investigation of or request for information from the Borrower relating to the handling, storage or disposal of any Hazardous Substance, or the release thereof into the environment, by the Borrower or any of their predecessors or any other Person, which investigation or request is other than routine.

Financial Statements and Notices. The Borrower covenants and agrees that until all Obligations are paid and satisfied in full, unless compliance shall have been waived in writing by Lender: a. Borrower shall furnish to the Lender all of the following financial statements, information and notices: (ai) The Borrower shall, within thirty (30) days after it is required to file the same with last day of each Fiscal Period, a complete income statement for such Fiscal Period, for Borrower, prepared by Borrower in the Securities and Exchange Commissionordinary course of Borrower’s business, deliver copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to time by rules and regulations prescribe) which the Borrower may be required to file with the Securities and Exchange Commission pursuant to section 23 or section 15(d) of the Securities Exchange Act of 1934, as amended. (b) Promptly but in no event later than one (1) Business Day after (i) the occurrence of an Event of Default or an Incipient Default, or (ii) any default or Event within forty-five (45) days after the last day of Default each fiscal quarter, complete quarterly consolidated financial statements of Borrower, including an income statement and statement of cash flows for such fiscal quarter, and the related balance sheet as defined at the end of such fiscal quarter, fairly presenting the financial condition and results of operations of Borrower as at the end of, and for such, fiscal quarter, prepared by Borrower in any evidence the ordinary course of Indebtedness or under any agreementBorrower’s business, indenture or other instrument under which and (iii) within one hundred twenty (120) days after the last day of each fiscal year, complete unaudited annual consolidated financial statements of Borrower, including an income statement and statement of cash flows for such evidence fiscal year, and the related balance sheet as at the end of Indebtedness has been issuedsuch fiscal year, whether or not together with supporting notes to the extent required by GAAP, fairly presenting the financial condition and results of operations of Borrower, as of and for the fiscal year ended on such Indebtedness is accelerated or last date, with all such default waived, the financial statements prepared in accordance with GAAP; b. Borrower shall notify the Lender thereoffurnish to Lender, and within forty-five (545) calendar days after obtaining such an occurrencethe last day of each fiscal quarter (but one hundred twenty days after the end of each fiscal year), a statement complete and detailed computation of a Authorized Officer setting forth details the consolidated EBITDA of Borrower for the immediately preceding, consecutive thirteen Fiscal Periods (or from December 26, 2012 through the period of such Event computation, if shorter than thirteen Fiscal Periods) (an “EBITDA Calculation”) in the form of Default or Incipient Default and the action which the Exhibit A attached hereto; c. Borrower proposes to take with respect thereto. (c) As soon as practicable shall promptly give written notice to Lender of any actual or threatened claims, litigation, suits, investigations, proceedings or disputes against or affecting the Borrower, including, without limitation: (i) any claimsaction, litigations, suits, investigations, proceedings proceeding or disputes involving in aggregate a monetary amount in excess claim of fifty thousand dollars ($50,000), whether or not covered by insurance; (ii) any labor controversy which is reasonably expected to result in a strike against the Borrower; (iii) any proposal nature by any Governmental Authority to acquire any of the assets person or business of the Borrower; (iv) any entity, or investigation or proceeding before or by any Governmental Authoritygovernmental agency or officer, the effect of with respect to which Borrower has received written notice, which may be commenced or asserted against Borrower and which could reasonably be expected materially and adversely to limitaffect the condition, prohibit financial or restrict the manner in which the Borrower currently conducts its business or to declare any substance contained in the products manufactured or distributed by the Borrower to be dangerous; otherwise, of Borrower, (vb) any summons, citation, directive, notice, complaint, letter dispute which may exist between Borrower and any governmental regulatory body which could reasonably be expected materially and adversely to affect the normal business operations of Borrower or other communication, whether oral or written, from any person concerning any alleged violation by the Borrower’s assets, or (iii) the occurrence of any predecessor Event of Default or any event any event which, with the passage of time or giving of notice or both, would give rise to an Event of Default; d. Within fifteen (15) Business Days from Lender’s receipt of the Borrowerfinancial statements and EBITDA Calculation furnished by Borrower pursuant to Sections 3.1(a)(ii) and 3.1(b), of any Environmental Lawrespectively, or any alleged noncompliance of any of the properties or the operations of the Borrower therewith; or shall use commercially reasonable efforts to attend a telephonic conference call (vi) any investigation of or request for information from the Borrower relating to the handling, storage or disposal of any Hazardous Substance, or the release thereof into the environment, as scheduled by the either Borrower or any of their predecessors or any other Person, which investigation or request is other than routineLender) to discuss such financial statements and EBITDA Calculation.

Financial Statements and Notices. The Borrower shall furnish to the Lender all of the following financial statements, information and notices: (a) The Borrower shall, within thirty (30) days after it is required to file the same with the Securities and Exchange Commission, deliver copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to time by rules and regulations prescribe) which the Borrower may be required to file with the Securities and Exchange Commission pursuant to section 23 or section 15(d) of the Securities Exchange Act of 1934, as amended. (b) Promptly but in no event later than one (1) Business Day after (i) the occurrence of an Event of Default or an Incipient Default, or (ii) any default or Event of Default as defined in any evidence of Indebtedness or under any agreement, indenture or other instrument under which such evidence of Indebtedness has been issued, whether or not such Indebtedness is accelerated or such default waived, the Borrower shall notify the Lender thereof, and within five (5) calendar days after obtaining such an occurrence, a statement of a Authorized Officer setting forth details of such Event of Default or Incipient Default and the action which the Borrower proposes to take with respect thereto. (c) As soon as practicable written notice of any actual or threatened claims, litigation, suits, investigations, proceedings or disputes against or affecting the Borrowerany Loan Party, including, without limitation: (i) any claims, litigations, suits, investigations, proceedings or disputes involving in aggregate a monetary amount in excess of fifty thousand dollars ($50,000), whether or not covered by insurance; (ii) any labor controversy which is reasonably expected to result in a strike against the Borrowerany Loan Party; (iii) any proposal by any Governmental Authority to acquire any of the assets or business of the Borrowerany Loan Party; (iv) any investigation or proceeding before or by any Governmental Authority, the effect of which could reasonably be expected materially to limit, prohibit or restrict the manner in which the Borrower any Loan Party currently conducts its business or to declare any substance contained in the products manufactured or distributed by the Borrower any Loan Party to be dangerous; (v) any summons, citation, directive, notice, complaint, letter or other communication, whether oral or written, from any person concerning any alleged violation by the Borrowerany Loan Party, or any predecessor of the Borrowerany Loan Party, of any Environmental Law, or any alleged noncompliance of any of the properties or the operations of the Borrower any Loan Party therewith; or (vi) any investigation of or request for information from the Borrower any Loan Party relating to the handling, storage or disposal of any Hazardous Substance, or the release thereof into the environment, by the Borrower any Loan Party or any of their predecessors or any other Person, which investigation or request is other than routine.

Financial Statements and Notices. The Borrower shall furnish Reseller will deliver to CPC : a. On or before the Lender all earlier of the following financial statements45th day after the end of each fiscal month or, information and notices: (a) The Borrower shallfor any fiscal month ending on the last day of a fiscal quarter, within thirty (30) days after it is required to file the same with the Securities and Exchange Commission, deliver copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may from time to time by rules and regulations prescribe) date on which the Borrower may be required to file Reseller files its Form 10Q with the Securities and Exchange Commission pursuant to section 23 or section 15(dfor such fiscal quarter, monthly unaudited internally prepared consolidated and consolidating financial statements of Reseller and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholder’s equity) as of the Securities Exchange Act end of 1934and through such fiscal month, as amended. (b) Promptly but all in no event later than one (1) Business Day after reasonable detail, which financial statements shall be prepared honestly and in good faith; provided that (i) if the average daily Excess Availability (as defined in, and as determined in accordance with Section 9.6(a) of, the Revolving Loan Agreement as in effect as of the date hereof or as amended or modified hereafter with the written consent of CPC) during any fiscal quarter is not less than the greater of $12,500,000 or 10% of the amount available to be borrowed pursuant to clause (a) of Section 2.1 of the Revolving Loan Agreement as in effect as of the date hereof (but in any event no more than 10% of the Maximum Credit as defined in the Revolving Loan Agreement as in effect as of the date hereof or as amended or modified hereafter with the written consent of CPC) and so long as no Default has occurred and is continuing, then during the immediately following fiscal quarter, such financial statements may be provided on a fiscal quarter basis on or before the earlier of the 45th day after the end of such fiscal quarter or the date on which Reseller files its Form 10Q with the Securities and Exchange Commission for such fiscal quarter and (ii) CPC shall request (and Reseller hereby authorizes CPC to request) copies of the foregoing financial statements from WFCF as agent under the Revolving Loan Documents and, to the extent CPC notifies Reseller in writing that CPC was able to obtain the same from WFCF (and Reseller hereby authorizes WFCF to deliver the same to CPC), Reseller shall not be required to separately deliver the same to CPC under this clause (a). b. within 90 days after the end of each fiscal year, audited consolidated and consolidating financial statements of Reseller and its Subsidiaries for such year (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholder’s equity), and the accompany notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Reseller and its Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an independent accounting form selected by Reseller and reasonably acceptable to CPC, that such financial statements have been prepared in accordance with GAAP and present fairly the results of operations and financial condition of Reseller and its Subsidiaries as of the end of and for the fiscal year then ended; provided that CPC shall request (and Reseller hereby authorizes CPC to request) copies of the foregoing financial statements from WFCF as agent under the Revolving Loan Documents and, to the extent CPC notifies Reseller in writing that CPC was able to obtain the same from WFCF (and Reseller hereby authorizes WFCF to deliver the same to CPC), Reseller shall not be required to separately deliver the same to CPC under this clause (b); c. at CPC’s request, within 75 days after the close of each fiscal year, a copy of Reseller’s budgeted projections for the next succeeding fiscal year, in reasonable detail to the satisfaction of CPC in its discretion; provided that CPC shall request (and Reseller hereby authorizes CPC to request) copies of the foregoing projections from WFCF as agent under the Revolving Loan Documents and, to the extent CPC notifies Reseller in writing that CPC was able to obtain the same from WFCF (and Reseller hereby authorizes WFCF to deliver the same to CPC), Reseller shall not be required to separately deliver the same to CPC under this clause (c); d. at CPC’s request, to the extent CPC is unable to obtain the same from WFCF under the Revolving Loan Documents (including in the event the Revolving Facility Debt is repaid or financed), monthly Collateral Reports for and as of the immediately preceding month. Reseller irrevocably authorizes WFCF and each lender under the Revolving Loan Documents to deliver to CPC copies of such Collateral Reports upon request by CPC therefor; e. copies of any and all reports, examinations, notices, warnings and citations issued by any governmental or quasi-governmental (whether federal, state or local), unit, agency, body or entity, to the extent delivery or notice of the same is required under the Revolving Loan Documents; f. at CPC’s request, copies, or after the occurrence of an Event of Default or an Incipient a Default, or (ii) any default or Event originals of Default as defined in any all orders, invoices, and similar agreements and documents; all original shipping instructions, delivery receipts, bills of lading, and other evidence of Indebtedness or under any agreement, indenture or other instrument under which such evidence delivery of Indebtedness has been issued, whether or not such Indebtedness is accelerated or such default waivedInventory, the Borrower shall notify the Lender thereof, and within five (5) calendar days after obtaining such an occurrence, a statement sale or disposition of a Authorized Officer setting forth details of such Event of Default or Incipient Default and the action which the Borrower proposes to take with respect thereto.has resulted in Accounts; (c) As soon as practicable written notice of any actual or threatened claims, litigation, suits, investigations, proceedings or disputes against or affecting the Borrower, including, without limitation: (i) any claims, litigations, suits, investigations, proceedings or disputes involving in aggregate a monetary amount in excess of fifty thousand dollars ($50,000), whether or not covered by insurance; (ii) any labor controversy which is reasonably expected to result in a strike against the Borrower; (iii) any proposal by any Governmental Authority to acquire any of the assets or business of the Borrower; (iv) any investigation or proceeding before or by any Governmental Authorityg. at CPC’s request, the effect originals of which could reasonably be expected materially to limitall Instruments, prohibit Chattel Paper, security agreements, guarantees and other documents and property evidencing or restrict the manner in which the Borrower currently conducts its business or to declare securing any substance contained Accounts; in the products manufactured or distributed same form as received and upon such request by CPC, immediately upon the Borrower receipt of each such document, with all necessary endorsements to be dangerousenable CPC to enforce the same; (v) any summons, citation, directive, notice, complaint, letter or and h. such other communication, whether oral or written, information as CPC from any person concerning any alleged violation by the Borrower, or any predecessor of the Borrower, of any Environmental Law, or any alleged noncompliance of any of the properties or the operations of the Borrower therewith; or (vi) any investigation of or request for information from the Borrower relating time to the handling, storage or disposal of any Hazardous Substance, or the release thereof into the environment, by the Borrower or any of their predecessors or any other Person, which investigation or request is other than routinetime reasonably requests.