Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 3 contracts
Samples: Loan and Security Agreement (Diplomat Corp), Loan and Security Agreement (Nei Webworld Inc), Loan and Security Agreement (Quadrax Corp)
Financial Statements and Other Information. (a) Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower and its subsidiaries (if any) Guarantor and their Subsidiaries in accordance with GAAP and Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Guarantor and its subsidiaries Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Guarantor and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Guarantor and its subsidiaries 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Guarantor and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 3 contracts
Samples: Loan Agreement (RBX Corp), Loan Agreement (RBX Corp), Loan Agreement (RBX Industries Inc)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower or Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrowers and Guarantors shall notify their auditors and accountants that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NY&Co and its subsidiaries Subsidiaries as of the end of and through such fiscal month month, certified to be correct by either the “chief accounting officer or the chief financial officer of each Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 of this Agreement for such month, (ii) during any Cash Dominion Event or Increased Collateral Reporting Event or on the last Business Day of any month therein, Borrowers will deliver to Agent a compliance report, in form and substance reasonably satisfactory to Agent, along with a schedule of the calculations used in determining, as of the end of such month and such other date determined by Borrowers in their sole discretion, whether either or both any Cash Dominion Event or Increased Collateral Reporting Event has ceased to exist, and (iii) without duplication within ninety (90) days after the end of each fiscal yearFiscal Year-End, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower NY&Co and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NY&Co and its subsidiaries Subsidiaries as of the end Fiscal Year-End of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower NY&Co and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower NY&Co and its subsidiaries Subsidiaries as of the end of and for the fiscal year Fiscal Year-End then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (New York & Company, Inc.), Loan and Security Agreement (New York & Company, Inc.)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower or Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrowers and Guarantors shall notify their auditors and accountants that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NY&Co and its subsidiaries Subsidiaries as of the end of and through such fiscal month month, certified to be correct by either the “chief accounting officer or the or chief financial officer of each Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month, (ii) during any Availability Compliance Period or any Additional Appraisal/ Field Exam Period, on the last Business Day of any month therein, Borrowers will deliver to Agent a compliance report, in form and substance reasonably satisfactory to Agent, along with a schedule of the calculations used in determining, as of the end of such month and such other date determined by Borrowers in their sole discretion, whether either or both an Availability Compliance Period and an Additional Appraisal/Field Exam Period has ceased to exist, and (iii) without duplication within ninety (90) days after the end of each fiscal yearFiscal Year-End, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower NY&Co and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NY&Co and its subsidiaries Subsidiaries as of the end Fiscal Year-End of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower NY&Co and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower NY&Co and its subsidiaries Subsidiaries as of the end of and for the fiscal year Fiscal Year-End then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (New York & Company, Inc.), Loan and Security Agreement (New York & Company, Inc.)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall furnish to Agent and Lenders within a reasonable time all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them; provided, that, so long as no Default or Event of Default shall exist or have occurred and be continuing, Agent shall not exercise its right under this Section 9.6 to contact the accountants and auditors directly to obtain information from them not relating to the Collateral without the prior approval of Lead Borrower, which approval shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal monthfour (4) week period (or forty-five (45) days after the end of each fiscal quarter), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flows, and statements of shareholders' equity), and unaudited consolidating financial statements (including balance sheets and statements of income and loss), all in reasonable detaildetail and substantially in the form of Exhibit D-1 hereto, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month four (4) week period, certified to be correct by the chief financial officer or vice president of finance of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit E hereto, along with a schedule in a form satisfactory to Agent in good faith of the calculations used in determining, as of the end of such four (4) week period, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.18 and 9.19 of this Agreement for such fiscal four (4) week period and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flows, and statements of shareholders' equity) and unaudited consolidating financial statements (including balance sheets and statements of income and loss), and the accompanying notes thereto, all in reasonable detaildetail and substantially in the form of Exhibit D-2 hereto, fairly presenting in all material respects the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified 83 opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an Deloitte & Touche LLP, another nationally recognized independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent or a regional independent accounting firm selected by Borrowers and acceptable to Agent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended. All references to a "fiscal four (4) week period" herein or otherwise in this Agreement or any of the other Financing Agreements shall mean such four (4) or five (5) week periods as calculated in accordance with the current accounting practices of Borrowers and Guarantors as of the date hereof.
Appears in 2 contracts
Samples: Loan and Security Agreement (Spartan Stores Inc), Loan and Security Agreement (Spartan Stores Inc)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower Borrowers and its subsidiaries (if any) Guarantors and their Subsidiaries in accordance with GAAP and Borrower Borrowers and Guarantors shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, but not including statements of cash flow and statements of shareholders' equityequity on a consolidating basis, which shall only be furnished to Lender within forty-five (45) days after the end of each fiscal quarter), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Waxman Industries and its subsidiaries Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Waxman Industries and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Waxman Industries and its subsidiaries 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 firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Waxman Industries and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Waxman Industries Inc), Loan and Security Agreement (Waxman Industries Inc)
Financial Statements and Other Information. (a) Parent and each Borrower shall, and shall cause their respective Subsidiaries to, keep proper books and records in which true true, current and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Parent or such Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP, and Parent and each Borrower shall furnish or cause to be furnished to Lender: (i) within thirty forty (3040) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries 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 firm selected by Borrower Parent and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Atlantic Express Transportation Corp), Loan and Security Agreement (Atlantic Express Transportation Corp)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) as soon as available and in any event within thirty 30 days after the end of each month of each fiscal year of Borrower, its monthly consolidated financial statements, prepared in accordance with GAAP, and, if requested by Lender, its monthly consolidating financial statements, accompanied by a certificate of a Responsible Officer stating that such financial statements fairly present the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes from normal, year-end adjustments and except for the absence of notes, (30ii) as soon as available and in any event within 45 days after the end of the first three fiscal quarters of each fiscal year of Borrower, its quarterly consolidated financial statements, prepared in accordance with GAAP, and, if requested by Lender, its quarterly consolidating financial statements, accompanied by a certificate of a Responsible Officer stating that such financial statements fairly present the financial condition of Borrower and its Subsidiaries as at such date and the results of operations of Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP consistently applied, subject to changes from normal, year-end adjustments and except for the absence of notes, (iii) as soon as available and in any event within 90 days after the end of each fiscal monthyear of Borrower, monthly unaudited its consolidated annual financial statements, prepared in accordance with GAAP and, if Borrower has requested by Lender, consolidating annual financial statements, and in the case of consolidated financial statement, accompanied by an unqualified report thereon of independent chartered accountants of recognized standing; (iv) as soon as available and in any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) event not more than 90 days after the end commencement of each fiscal year, audited consolidated the business plan and financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements projections of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and Subsidiaries for such fiscal year; and (v) such other information respecting the operations, together with the opinion of independent certified public accountantsproperties, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and business or financial condition of Borrower and its subsidiaries Subsidiaries as of Lender may from time to time reasonably request or as may be specified in the end of and for the fiscal year then endedSchedule.
Appears in 2 contracts
Samples: Loan and Security Agreement (Breakaway Solutions Inc), Loan and Security Agreement (Breakaway Solutions Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and loss, statements of cash flow, statements of shareholders' equityequity and including a comparison to prior year and a comparison to forecast on a monthly basis and on a year to date basis), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow changes in financial position and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan Agreement (G G S Plastic Engineering Inc), Loan Agreement (G G S Plastic Engineering Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries Subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within fifteen (15) Business Days after the end of each fiscal month, monthly unaudited financial statements, for Borrower and all Obligors and, if Borrower has any Subsidiaries (other than Obligors), within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiariesSubsidiaries, audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Source Interlink Companies Inc), Loan and Security Agreement (Source Interlink Companies Inc)
Financial Statements and Other Information. (a) Each Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral Property and the business of such Borrower and its subsidiaries (if any) in accordance with GAAP and such Borrower shall furnish or cause to be furnished to LenderBank: (i) within thirty (30) days after the end of each fiscal month, except within forty-five (45) days after the end of each fiscal month that coincides with the end of a fiscal quarter, monthly unaudited consolidated financial statements, and, if a Borrower has any subsidiaries or any other subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss statements of cash flow and statements of shareholders' , equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its each of their subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its their 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 firm selected by Borrower Borrowers and reasonably acceptable to LenderBank, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its their subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Credit Agreement (Homeplace of America Inc), Continuing Commercial Credit Agreement (One Price Clothing Stores Inc)
Financial Statements and Other Information. (a) The Borrower and its Subsidiaries shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of the Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP sound business practices sufficient to permit the preparation of financial statements in accordance with GAAP. The Borrower and its Subsidiaries shall promptly furnish to the Administrative Agent and the Lenders all such financial and other information as the Administrative Agent shall reasonably request relating to the Collateral and the assets, business and operations of the Borrower and its Subsidiaries, and the Borrower shall notify the auditors and accountants of the Borrower that the Administrative Agent is authorized to obtain such information directly from them. Without limiting the foregoing, the Borrower and its Subsidiaries shall furnish or cause to be furnished to Lenderthe Administrative Agent, the following: (i) within thirty (30) days (or earlier if required by Applicable Law) after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements month (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of except for fiscal months which are the end of fiscal quarters, then within forty-five (45) days (or earlier if required by Applicable Law) after the end of the first three fiscal quarters and through such fiscal month and (ii) within ninety (90) days (or earlier if required by Applicable Law) after the end of each the fourth fiscal yearquarter), audited monthly, and with respect to any fiscal quarter end, quarterly unaudited consolidated financial statements andstatements, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of the Borrower and its Subsidiaries as of the end of and through such fiscal month (together with a comparison to the applicable prior year period), certified to be correct by the chief financial officer of the Borrower, subject to normal year-end adjustments and no footnotes and, in the case of financial statements as of the end of a fiscal quarter of the Borrower, accompanied by an Officer’s Compliance Certificate and (ii) within ninety (90) days (or earlier if required by Applicable Law) after the end of each fiscal year, audited consolidated financial statements and unaudited consolidating financial statements of the Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of the Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an KPMG LLP or another independent accounting firm of nationally recognized reputation selected by Borrower and reasonably acceptable to Lenderthe Borrower, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of the Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Credit Agreement (Hhgregg, Inc.), Credit Agreement (Hhgregg, Inc.)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' ’ equity), and unaudited consolidating financial statements (consisting of balance sheets and statements of income and loss), all in reasonable detail, fairly presenting in accordance with GAAP the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified by the chief financial officer or controller of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.18 and 9.19 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case case, balance sheets, sheets and statements of income and loss, statements of cash flow and statements of shareholders' ’ equity)) of Parent and its Subsidiaries, and the accompanying notes theretothereto (including in each case, balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (J Crew Group Inc), Loan and Security Agreement (J Crew Group Inc)
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to Lender, the following: (i) within thirty twenty-five (3025) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrower was in compliance with the covenants set forth in Sections 9.18 and 9.19 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, and audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Congoleum Corp), Loan and Security Agreement (American Biltrite Inc)
Financial Statements and Other Information. (a) Borrower Borrowers shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrowers and its their subsidiaries (if any) in accordance with GAAP and Borrower LSAP and its subsidiaries shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower LSAP and its subsidiaries as of the end of and through such fiscal month and month; (ii) within ninety one hundred (90100) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower LSAP and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower LSAP and its subsidiaries as of the end of and for such fiscal year, together with either the unqualified opinion of independent certified public accountantsaccountants or if the opinion is qualified, such qualifications are acceptable to Lender in its sole discretion, in either case, which accountants shall be an independent accounting firm selected by Borrower LSAP and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower LSAP and its subsidiaries as of the end of and for the fiscal year then ended; and (iii) as soon as available, a copy of each regular, periodic or special report, registration statement, or prospectus filed by LSA Technologies, Inc. with any securities exchange or the Securities and Exchange Commission or any successor agency.
Appears in 2 contracts
Samples: Loan and Security Agreement (LSB Industries Inc), Loan and Security Agreement (LSB Industries Inc)
Financial Statements and Other Information. (a) Borrower and each Guarantor shall, and shall cause their Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower Borrower, Guarantors and its subsidiaries (if any) their Subsidiaries in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Holdings and its subsidiaries Subsidiaries as of the end of and through such fiscal month (except for the last month of each fiscal year) and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, and audited consolidating financial statements of Borrower Holdings and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Holdings and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Holdings and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Holdings and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Anvil Holdings Inc), Loan and Security Agreement (Anvil Knitwear Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, statements and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' ’ or members’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer or president and chief executive officer of Borrower, and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with any amendments, modifications or supplements to Schedules 5.2, 8.2, 8.12 and 8.13 of the Information Certificate, and (ii) within ninety one hundred five (90l05) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ or members’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 PricewaterhouseCoopers LLP or any other of the three (3) largest independent accounting firm firms in the United States selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Vector Group LTD), Loan and Security Agreement (Vector Group LTD)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) in the event that Excess Availability plus Unrestricted Cash shall have fallen below the amount equal to thirty-five (35%) percent of the Maximum Credit during any month, then within thirty forty-five (3045) days after the end of such fiscal month, monthly unaudited consolidated financial statements (including balance sheets, statements of income and loss, and a cash flow report which sets forth the items necessary to calculate the Fixed Charge Coverage Ratio of Parent and its Subsidiaries), all in reasonable detail fairly presenting in all material respects the financial position and results of the operations of Parent and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto (a “Compliance Certificate”), along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 of this Agreement for such month, (ii) within forty-five (45) days after the end of each fiscal monthquarter (other than the last fiscal quarter of each fiscal year), monthly quarterly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, and statements of shareholders' equitycash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month quarter, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a Compliance Certificate, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such quarter, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 of this Agreement for such quarter and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an a “Big Four” accounting firm or another independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Travelcenters of America LLC), Loan and Security Agreement (Travelcenters of America LLC)
Financial Statements and Other Information. (a) Borrower and Guarantors shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrower, Guarantors and its subsidiaries (if any) their Subsidiaries in accordance with GAAP sound business practices sufficient to permit the preparation of financial statements in accordance with GAAP. Borrower and Guarantor shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrower and Guarantors, and Borrower shall notify the auditors and accountants of Borrower and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month (together with a comparison to the applicable prior year period), certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and no footnotes and, in the case of financial statements as of the end of a fiscal quarter of Borrower, accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such quarter, whether Borrower and Guarantor are in compliance with the covenants set forth in Section 9.18 of this Agreement as of the end of such quarter and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an KPMG or another independent accounting firm of nationally recognized reputation selected by Borrower and reasonably acceptable to LenderBorrower, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Hhgregg, Inc.), Loan and Security Agreement (HHG Distributing, LLC)
Financial Statements and Other Information. (a) Each Borrower and each Guarantor shall, and shall cause each of its and their Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower each Borrower, each Guarantor and its subsidiaries (if any) each of their respective Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Administrative and Collateral Agent any and all financial or other information as Administrative and Collateral Agent may reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and to notify the auditors and accountants of Borrowers and Guarantors that Administrative and Collateral Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAdministrative and Collateral Agent, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (or within forty-five (45) days if such fiscal month end is also a fiscal quarter end), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower BlueLinx and its subsidiaries Subsidiaries as of the end of and through such fiscal month (or quarter), certified to be correct by the chief financial officer of BlueLinx, subject to normal year-end adjustments and lack of footnotes and, if a Compliance Period is then in effect, accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Administrative and Collateral Agent of the calculations used in determining, as of the end of such month (or quarter), whether Borrowers were in compliance with the covenants set forth in Section 9.17 of this Agreement for such month (or quarter); and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower BlueLinx and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower BlueLinx and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with (A) the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAdministrative and Collateral Agent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower BlueLinx and its subsidiaries Subsidiaries as of the end of and for the fiscal year then endedended and (B) any management letters that may be issued with regard to the Borrowers or Guarantors.
Appears in 2 contracts
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.), Loan and Security Agreement (BlueLinx Holdings Inc.)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries Subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to LenderAdministrative Agent: (i) within thirty (30) thirty-five days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss statements of cash flow and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and borrower an its subsidiaries Subsidiaries, as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiariesSubsidiaries, audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 2 contracts
Samples: Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.), Loan and Security Agreement (Ulta Salon, Cosmetics & Fragrance, Inc.)
Financial Statements and Other Information. (a) Borrower Borrowers shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrowers and its their subsidiaries (if any) in accordance with GAAP and Borrower Borrowers shall furnish or cause to be furnished to LenderAgent: (i) within thirty on or before the earlier of the forty-fifth (3045th) days day after the end of each fiscal monthmonth or, for any fiscal month ending on the last day of a fiscal quarter, the date on which Borrowers file their Form 10Q with the Securities and Exchange Commission for such fiscal quarter, monthly unaudited internally prepared consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity)) as of the end of and through such fiscal month, all in reasonable detail, which financial statements shall be prepared honestly and in good faith (provided that where such fiscal month does not end on the last day of a fiscal quarter, Agent understands that such financial statements are based upon information available at the time of preparation of such financial statements and may therefore not be accurate or complete), and where such fiscal month ends on the last day of a fiscal quarter, shall fairly presenting present the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their subsidiaries, provided, that, if the average daily Excess Availability during any fiscal quarter (as determined on the dates on which Agent approves the weekly borrowing base certificates provided pursuant to clause (a) of Section 7.1 hereof) is not less than Ten Million Dollars ($10,000,000) and so long as no Event of 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 forty-fifth (45th) day after the end of and through such fiscal month quarter or the date on which Borrowers file their Form 10Q with the Securities and Exchange Commission for such fiscal quarter, and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and consolidating financial statements of Borrower Borrowers and its their subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its their 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 firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its their subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty fifteen (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month month, subject to normal year end adjustments and (ii) within ninety one hundred and twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements (including in each case balance sheets, statements of income and loss loss, and statements of shareholders' equitycash flow (such statement of cash flow to be prepared on a consolidated basis only)), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, loss and statements of cash flow and statements (such statement of shareholders' equitycash flow to be prepared on a consolidated basis only)), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of Xxxxxx Xxxxxxxx LLP or another independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Musicland Stores Corp)
Financial Statements and Other Information. (a) Borrower shall, and shall cause each of its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender any and all financial or other information as Lender may reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to Lender, the following: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly internally prepared unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), as of the end of and through such fiscal month, all in reasonable detail, which financial statements shall be prepared honestly and in good faith (provided that where such fiscal month does not end on the last day of a fiscal quarter, Lender understands that such financial statements are based upon information available at the time of preparation of such financial statements and may therefore not be accurate or complete), and where such fiscal month ends on the last day of a fiscal quarter, such quarterly financial statements shall (A) fairly presenting present the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month month, and (B) be certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such fiscal quarter, whether Borrower was in compliance with the covenant set forth in Section 9.17 of this Agreement for such fiscal quarter; and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. The Borrower will deliver to the Administrative Agent and each Lender: (a) Borrower shall keep proper books as soon as available and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) any event within thirty (30) 90 days after the end of each fiscal monthyear of Borrower, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results a copy of the operations of annual audited report for such fiscal year for the Borrower and its subsidiaries Subsidiaries, containing consolidated balance sheets of the Borrower and its Subsidiaries as of the end of and through such fiscal month year and the related consolidated statements of income, stockholders' equity and cash flows (iitogether with all footnotes thereto) of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by KPMG L.L.P. or other independent public accountants of nationally recognized standing (without a "going concern" or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such fiscal year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (b) as soon as available and in any event within ninety (90) 45 days after the end of each of the first three fiscal yearquarters of each fiscal year of the Borrower, audited an unaudited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements balance sheet of the Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, together with setting forth in each case in comparative form the opinion figures for the corresponding quarter and the corresponding portion of independent Borrower's previous fiscal year, all certified public accountants, which accountants shall be an independent accounting firm selected by the chief financial officer or treasurer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and reasonably acceptable to Lender, that such financial statements have been prepared its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and present fairly the absence of footnotes; (c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a certificate of the chief financial officer or treasurer, (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI, (iii) setting forth whether the Borrower is in compliance with Section 5.11 and (iv) stating whether any change in GAAP or the application thereof has occurred since the date of the Borrower's audited financial statements referred to in Section 4.4 or which have been previously delivered hereunder and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) concurrently with the delivery of the financial statements referred to in clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained any knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and (f) promptly following any request therefor, such other information regarding the results of operations operations, business affairs and financial condition of the Borrower and its subsidiaries or any Subsidiary as of the end of and for the fiscal year then ended.Administrative Agent or any Lender may reasonably request. Section 5.2
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) business days after the end of each fiscal monthFour Week Period, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements of Borrower (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries (if any) as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (if any) (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries (if any), 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries subsidiaries, as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Obligors, and to notify the auditors and accountants of Borrowers and Obligors that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to Lender, the following: (i) within thirty thirty-five (3035) days after the end of each fiscal monthmonth (other than a month in which there is the end of a fiscal quarter of Parent) and within forty-five (45) days after the end of any fiscal quarter of Parent, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, and statements of shareholders' equity), cash flow) all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer or chief accounting officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in a form satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrowers and Obligors are in compliance with the covenant set forth in Section 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Parent and reasonably acceptable to Lender, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. The Company will furnish to the Administrative Agent (for delivery to each Lender): (a) Borrower shall keep proper books and records in by no later than the date which true and complete entries shall be made of all dealings occurs 90 days (or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (100 days if anypermitted by SEC requirements) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal monthFiscal Year of the Company, monthly unaudited (i) the Company’s audited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, sheet and related statements of income income, stockholders’ equity and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries flows as of the end of and for such fiscal yearFiscal Year, together setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by independent public accountants of recognized national standing (without a “going concern” or like qualification or exception (except for qualifications or exceptions resulting from pending maturity of Indebtedness or actual or prospective breach of a financial covenant)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP and (ii) at any time that the opinion Company has any Unrestricted Subsidiaries, a consolidated balance sheet and related statements of independent certified public accountantsincome and cash flows of the Company and its Restricted Subsidiaries, in each case as at the end of such Fiscal Year, setting forth in comparative form the corresponding consolidated figures for the preceding Fiscal Year, accompanied by a certificate of a Financial Officer of the Company, which accountants certificate shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, state that such financial statements have been prepared fairly present in all material respects the consolidated financial condition and results of operations of the Company and its Restricted Subsidiaries, in accordance with GAAPGAAP (except, and present fairly in the results case of operations and the financial condition statements of Borrower the Company and its subsidiaries Restricted Subsidiaries, for the exclusion of Unrestricted Subsidiaries), as at the end of and for such Fiscal Year; (b) by no later than the date which occurs 45 days (or 50 days if permitted by SEC requirements) after the end of each of the first three Fiscal Quarters of the Company, the unaudited consolidated balance sheet and related statements of income and cash flows for the Company and its Subsidiaries as of the end of and for such Fiscal Quarter and the fiscal year then ended.elapsed portion of the Fiscal Year, setting forth in each case, in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the consolidated financial condition and results of operations of the Company and its consolidated Subsidiaries in accordance with GAAP, subject to normal year-end and audit adjustments and the absence of certain footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a Compliance Certificate executed by a Financial Officer of the Company (i) certifying as to whether a Default has occurred during the period covered thereby and is continuing and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 8.11, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 6.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate (which delivery may, unless the Administrative Agent requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); (d) promptly after the same become publicly available, to the extent not available by electronic or other readily accessible means, copies of all periodic and other material reports, proxy statements and other non-confidential materials filed by the Company or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Company to its shareholders generally, as the case may be; (e) promptly (in any event, within 30 days, or such later date as determined by the Administrative Agent in its sole discretion) thereafter, written notice of any change in a Loan Party’s name, jurisdiction of formation or form of organization; and (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company or any Subsidiary as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request, including, without limitation, pursuant to the PATRIOT Act and the Beneficial Ownership Regulation (provided that no such information shall be required to be provided if providing such information would violate confidentiality agreements or result in a loss of attorney-client privilege
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower Borrowers shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower Borrowers and its their subsidiaries (if any) in accordance with GAAP and Borrower Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty one hundred twenty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90120) days after the end of each fiscal year, annual audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Borrowers and its subsidiaries their Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their 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 firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for the fiscal year then ended; (ii) within one hundred twenty (120) days after the end of each fiscal year, management or accountant prepared consolidating financial statements of Cybex and its subsidiaries along with a copy of the management letter from Cybex auditors, in form, substance and on the terms set forth in (i) above; (iii) within one hundred twenty (120) days after the end of each fiscal year, the Securities and Exchange Commission ("SEC") Annual Report (Form 10-k) of Cybex; (iv) Within forty-five (45) days after the end of each fiscal quarter other than the fourth quarter, SEC quarterly Report (Form 10Q) of Cybex, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrowers and their Subsidiaries as of the end of and through, respectively, such fiscal quarter, accompanied by a "COMPLIANCE CERTIFICATE" executed by the Chief Financial Officer of Cybex, certifying the accuracy of all representations and warranties of Borrowers hereunder and the absence of an Event of Default or an event which, with the passage of time or giving of notice or both, would constitute an Event of Default.
Appears in 1 contract
Samples: Loan and Security Agreement (Cybex International Inc)
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal monthAccounting Period, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month Accounting Period, certified to be prepared in accordance with GAAP by the chief financial officer of Borrower, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrower is in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month; and (ii) within ninety one hundred (90100) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Franks Nursery & Crafts Inc)
Financial Statements and Other Information. (a) Each Borrower shall, and shall cause each of its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP and Borrower GAAP. Without limiting any other provision of this Agreement, Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements of each Borrower and of GLC and its Subsidiaries (including in each case balance sheets, statements of income and loss and statements of shareholders' equitycash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries such entities as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of each such entity, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule, in form reasonably satisfactory to Lender, of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the terms and conditions of this Agreement for such month, including the covenants set forth in Sections 9.20 and 9.21 hereof, and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower GLC and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries such entities as of the end of and for such fiscal year, together with the opinion of independent certified public accountants, which accountants shall be an a nationally recognized independent accounting firm or, if not, another independent accounting firm selected by Borrower such entities and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower and its subsidiaries such entities as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent (and Agent shall provide to Lenders), the following: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenant set forth in Section 9.17 of this Agreement for such month; and (ii) within forty-five (45) days after the end of each of the first three fiscal quarters, unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity)) in form consistent with those statements delivered to Agent prior to the date hereof, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Pep Boys and its subsidiaries Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer or Vice President-Finance of each of Borrowers, subject to normal year-end adjustments, and accompanied by the certificate described in Section 9.6 (e) hereof, and a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such quarter, whether Borrowers were in compliance with the covenant set forth in Section 9.18 of this Agreement for such month and the calculations used in determining the Fixed Charge Coverage Ratio for purposes of determining the Interest Rate as of the last day of the immediately preceding fiscal quarter, and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Pep Boys and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Pep Boys and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified (in any material respect) opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Pep Boys and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Pep Boys Manny Moe & Jack)
Financial Statements and Other Information. (a) The Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation will deliver to the Collateral Administrative Agent and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to each Lender: (i) as soon as available and in any event within thirty (30) 90 days after the end of each fiscal monthyear of Borrower, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results a copy of the operations of annual audited report for such fiscal year for the Borrower and its subsidiaries Subsidiaries, containing a consolidated and unaudited consolidating balance sheet of the Borrower and its Subsidiaries as of the end of and through such fiscal month year and the related consolidated and unaudited consolidating statements of income, stockholders’ equity and cash flows (iitogether with all footnotes thereto) of the Borrower and its Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by Ernst & Young or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations of the Borrower and its Subsidiaries for such fiscal year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; as soon as available and in any event within ninety (90) 45 days after the end of each fiscal yearquarter of each fiscal year of the Borrower (other than the last fiscal quarter), audited an unaudited consolidated financial statements and, if Borrower has any subsidiaries, audited and consolidating financial statements balance sheet of the Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated and consolidating statements of income and cash flows of the Borrower and its Subsidiaries for such fiscal quarter and the then elapsed portion of such fiscal year, together with setting forth in each case in comparative form the opinion figures for the corresponding quarter and the corresponding portion of independent Borrower’s previous fiscal year, all certified public accountantsby the chief financial officer, which accountants shall be an independent accounting firm selected by treasurer or controller of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and reasonably acceptable to Lender, that such financial statements have been prepared its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and present fairly the absence of footnotes; concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a certificate of a Responsible Officer, (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI and (iii) stating whether any change in GAAP or the application thereof has occurred since the date of the Borrower’s audited financial statements referred to in Section 4.4 and, if any change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; concurrently with the delivery of the financial statements referred to in clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained any knowledge during the course of their examination of such financial statements of any Default or Event of Default (which certificate may be limited to the extent required by accounting rules or guidelines); promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be; and promptly following any request therefor, such other information regarding the results of operations operations, business affairs and financial condition of the Borrower and its subsidiaries or any Subsidiary as of the end of and for the fiscal year then ended.Administrative Agent or any Lender may reasonably request; and
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to If not available through electronic media, within the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and time frames specified, Borrower shall furnish or cause to be furnished to Lender: Bankers’ (i) copies of all Call and other Reports submitted by them to any Federal regulatory agency having or claiming supervisory authority over Borrower, Citizens or Farmers, promptly after such reports are submitted; (ii) if not included within thirty the reports described in Subsection (30i) of this sentence, copies, at least quarterly within forty-five (45) days after the end of each fiscal monthquarter of Citizens or Farmers, monthly unaudited consolidated financial statementsof the reports submitted to any federal agency which disclose the “average daily assets” and the “average net outstanding loans” of Citizens and Farmers, andor if no reports containing such information are so submitted, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all a calculation in reasonable detaildetail of such amounts certified as correct by their Chief Executive Officer(s) and Chief Financial Officer(s); (iii) as soon as practicable, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) in any event within ninety (90) days after the end of each fiscal year, audited an annual audit, including an audit of the balance sheet of Borrower on a consolidated financial statements and, if Borrower has any basis with its subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of the applicable fiscal year, and related audited statements of operations, changes in stockholders’ equity and cash flows for such years, setting forth in comparative form the figures for such fiscal year and the prior fiscal year, together prepared in reasonable detail, and in conformity with the Generally Accepted Accounting Principles accompanied by an opinion of independent certified public accountantsBorrower’s Certified Public Accountants stating such facts, which accountants it being agreed that Bankers’ personnel shall be an independent have the right to on site review of the management report of such accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results Board of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.Directors EXHIBIT 10.1 - continued
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to Lender, the following: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrower was in compliance with the covenants set forth in Section 9.19 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, and audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower shall, and shall cause its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers shall promptly furnish to Agent and Borrower Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers, and Borrowers shall notify their auditors and accountants that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NY&Co and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of each Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers are in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month, (ii) during any Availability Compliance Period, on the last Business Day of any month therein, Borrowers will deliver to Agent and Ableco an Availability Compliance Report, along with a schedule in form and substance reasonably satisfactory to Agent and Ableco, of the calculations used in determining, as of the end of such month and such other date determined by Borrowers in its sole discretion, whether an Availability Compliance Reinstatement Date has occurred, and (iiiii) within ninety (90) days after the end of each fiscal yearFiscal Year-End, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower NY&Co and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NY&Co and its subsidiaries Subsidiaries as of the end Fiscal Year-End of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower NY&Co and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower NY&Co and its subsidiaries Subsidiaries as of the end of and for the fiscal year Fiscal Year-End then ended.
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (New York & Company, Inc.)
Financial Statements and Other Information. (a) Borrower Guarantor shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Guarantor and its subsidiaries (if any) in accordance with GAAP and Borrower Guarantor shall EXHIBIT 10.3 furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements, statements and, if Borrower Guarantor has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Guarantor and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower Guarantor has any subsidiariesSubsidiaries, audited consolidating financial statements of Borrower Guarantor and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Guarantor and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Guarantor and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Guarantor and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower Borrowers shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Parent and its subsidiaries (if anyincluding Ultralife (UK)) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Parent and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Parent and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Ultralife Batteries Inc)
Financial Statements and Other Information. (a) Each Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries (if any) and International shall, in accordance with GAAP and Borrower shall GAAP, furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has Borrowers have any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equitycash flow), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its their subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has Borrowers have any subsidiaries, audited consolidating financial statements of Borrower Borrowers and its their subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its their subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its their subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Damark International Inc)
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if statements of Borrower has any subsidiaries, unaudited consolidating financial statements and its Subsidiaries (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month month, (ii) within forty-five (45) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Parent and its Subsidiaries as of the end of and through such fiscal quarter, PROVIDED, THAT, the delivery of the Parent's Form 10-Q filed with the Securities and Exchange Commission that complies in all material respects with the requirements of Form 10-Q shall be deemed to satisfy the obligation to provide consolidated financial statements under this section 9.6(a)(ii) for such fiscal quarter and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended, PROVIDED, THAT, the delivery of the Parent's Form 10-K filed with the Securities and Exchange Commission that complies in all material respects with the requirements of Form 10-K shall be deemed to satisfy the obligations to provide consolidated financial statements under this Section 9.6(a)(iii) for such fiscal year.
Appears in 1 contract
Samples: Loan and Security Agreement (Startec Global Communications Corp)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made During the term of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Loan, Borrower shall furnish or cause to be furnished to Lender: Lender (i1) as soon as available, but in any event within thirty (30) 45 days after the end close of each quarter, other than the last quarter of the fiscal monthyear of Borrower, monthly unaudited consolidated financial statementscommencing with the quarter ending March 31, and, if Borrower has any subsidiaries2024, unaudited consolidating financial statements (including in each case condensed consolidated balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations sheets of Borrower and its subsidiaries as of the end of such quarter, together with the related unaudited condensed consolidated statements of comprehensive income, stockholders’ equity and through cash flows for such quarter and for the period from the beginning of the fiscal month year to the end of such quarter, which financial statements shall be certified by the Chief Financial Officer of Borrower as presenting fairly in all material respects, to the best of his or her knowledge, the financial condition and results of operations of the Borrower and its subsidiaries on a consolidated basis in accordance with GAAP, subject to year-end adjustments and the absence of footnotes; and (ii2) as soon as available, but in any event within ninety (90) 90 days after the end of each fiscal yearyear of Borrower, the audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results sheets of the operations of Borrower and its subsidiaries as of at the end of and for such fiscal year, together with the opinion related audited consolidated statements of comprehensive income, stockholders’ equity and cash flows for such fiscal year, with the report of the Company’s independent certified registered public accountantsaccounting firm of recognized standing;, which accountants financial statements shall be an independent accounting firm selected certified by the Chief Financial Officer of the Borrower as presenting fairly in all material respects, to the best of his or her knowledge, the financial condition and results of operations of the Borrower and reasonably acceptable to Lender, that such financial statements have been prepared its subsidiaries on a consolidated basis in accordance with GAAP; provided, however, that (i) the foregoing obligations shall not apply until the Company has completed the restatement previously disclosed to the Lender in writing and present fairly is current with respect to the results filing with the Commission of operations all Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and (ii) the certification by the Chief Financial Officer referenced above shall not be required with respect to financial condition of Borrower and its subsidiaries as of statements filed with the end of and for the fiscal year then endedCommission.
Appears in 1 contract
Samples: Loan Agreement (DZS Inc.)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants (in the case of audited financial statements), which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each of Borrower and Guarantor shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrower, Guarantor and its subsidiaries their Subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrower, Guarantor and its subsidiaries their Subsidiaries (if any) as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Borrower, Guarantor and its subsidiaries any Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrower, Guarantor and its subsidiaries their Subsidiaries (if any) as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower or Guarantor and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrower, Guarantor and its subsidiaries their Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal calendar month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all prepared in accordance with GAAP (or with footnote disclosure information acceptable to Lender) and in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers shall promptly furnish to Agent and Borrower Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers, and to notify the auditors and accountants of Borrowers that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (other than at the end of a fiscal quarter), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Borrowers subject to normal year-end adjustments, (ii) within forty-five (45) days after the end of each fiscal quarter (other than at the end of the fiscal year), unaudited consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity) and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower Each Loan Party shall, and shall cause each of its Subsidiaries to, keep proper books and records in which true and complete entries required by GAAP (where applicable) shall be made of all dealings or business transactions of or in relation to the Collateral and Foreign Collateral, as applicable, and the business of Borrower and its subsidiaries (if any) such Person in accordance with GAAP or its foreign equivalent, as applicable. Each Loan Party shall, and Borrower shall cause each of its Subsidiaries to, promptly furnish to Agent and Fortress all such financial and other information as Agent shall reasonably request relating to the Collateral and Foreign Collateral and the assets, business and operations of each Loan Parties and their Subsidiaries, and to notify the auditors and accountants of each such Person that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Loan Parties shall furnish or cause to be furnished to LenderAgent and Fortress, the following: (i) within thirty (30) days after the end of each fiscal month, (A) monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equitycash flow), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries on a consolidated basis as of the end of and through such fiscal month, certified to be correct by an Authorized Officer, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a Schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether the Loan Parties are in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month if such reporting is required hereunder and (B) a separate report setting forth for each Loan Party and each Subsidiary of each Loan Party, the beginning balance, ending balance and net change with respect to Advances and intercompany balances for each such Person, and (ii) within ninety one hundred and twenty (90120) days after the end of each fiscal year or, if earlier, the date on which Borrowers filed its annual report on Form 10-K with the Securities and Exchange Commission after the end of such fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, loss and statements of cash flow and statements of shareholders' equityflow), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries on a consolidated basis as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be Ernst & Young, LLP or an independent accounting firm selected by Borrower Parent and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries on a consolidated basis as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Delco Remy International Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal monthmonth (or 45 days after the end of a month which is also the end of Borrower's fiscal year), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) 105 days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Microtel International Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and permit representatives of any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time and as often as may reasonably be desired. Borrower shall promptly furnish to Agent and Lenders all such financial and other information as Agent and any Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and Borrower shall notify the auditors and accountants of Borrower that Agent and Lenders are authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to LenderAgent and Lenders, the following: (i) within thirty (30) days after the end of each fiscal month, a list and description of all investments in cash and Cash Equivalents, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to LenderAgent and Required Lenders, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Possession Term Loan and Security Agreement (Trailer Bridge Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books submit or cause to be submitted to Bank (i) Borrower’s internally prepared quarterly financial statements on a consolidated and records consolidating basis within forty-five (45) days after the close of each fiscal quarter in each fiscal year, including a balance sheet as of the close of such period, an income statement, and such other statements containing financial information which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Bank reasonably may require, prepared in accordance with GAAP and Borrower shall furnish or cause attested to be furnished to Lender: by an authorized officer of Borrower; (iii) within thirty (30) days after the Borrower’s audited fiscal year-end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheetsform, statements of income preparation and loss substance acceptable to Bank) on a consolidated and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) consolidating basis within ninety (90) days after the end close of each of its fiscal yearyears, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case a balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries sheet as of the end close of such period, an income statement, a reconciliation of stockholders’ equity, and for such fiscal yeara statement of cash flows, together with the opinion of all certified by an independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably accountant acceptable to Lender, that such financial statements have been prepared Bank and analyzed in accordance with GAAP; (iii) each guarantor’s annual financial statements within ninety (90) days after the close of each of Borrower’s fiscal years; (iv) together with each delivery of financial statements required above, the compliance certificate of Borrower substantially in the form of Exhibit B hereto signed by a Responsible Officer of Borrower stating, among other things, that no event has occurred which constitutes an event of default or would constitute an event of default but for the requirement that notice be given, or time elapse or both, under any loans, notes, debentures, bonds, leases, or other obligations of Borrower then outstanding, including, but not limited to, this Credit Agreement (such certificate shall publish the accounting calculations used to determine compliance or noncompliance with Borrower’s financial obligations and financial covenants, including those provided in this Credit Agreement), or, if any such event of default or defaults exists, specifying the nature thereof; (v) if requested by Bank, copies of Borrower’s consolidated annual tax returns (and all related schedules, forms and attachments) within thirty (30) days following the filing thereof with the Internal Revenue Service; (vi) an annual budget of Borrower, in a monthly format (in form and content satisfactory to Bank in its sole discretion), consisting of a balance sheet and related statements of income, retained earnings, and present fairly cash flow, to be provided within thirty (30) days prior to the results year end for the upcoming year; (vii) an annual capital expenditure budget; and (viii) such other financial and related information when and as requested by Bank regarding Borrower, the Collateral and any endorser, guarantor or surety of operations and financial condition any of the Liabilities of Borrower and its subsidiaries as of the end of and for the fiscal year then endedto Bank.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Universal Power Group Inc.)
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (which, except as otherwise provided below with respect to subsections (a), (b) Borrower or (e), the Administrative Agent shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation promptly furnish to the Collateral and the business of Borrower and its subsidiaries each Lender): (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (ij) within thirty (30) 105 days after the end of each fiscal monthyear of the Borrower ended after the Closing Date, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case its audited Consolidated balance sheets, sheet and related statements of income operations, shareholders’ equity and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries flows as of the end of and for such fiscal year, together setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other independent public accountants of internationally recognized standing in a manner complying with the opinion applicable rules and regulations promulgated by the SEC; 38 (k) within 60 days after the end of independent each of the first three fiscal quarters of each fiscal year of the Borrower ended after the Closing Date, its Consolidated balance sheet and related statements of operations and cash flows for such fiscal quarter and the related statements of operations and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of the previous fiscal year, all certified public accountantsas to GAAP (subject to the absence of footnotes, audit and normal year‑end adjustments) on behalf of the Borrower by the chief financial officer or the chief accounting officer of the Borrower or a Designated Officer; (l) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate on behalf of the Borrower signed by the chief financial officer or the chief accounting officer of the Borrower or a Designated Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations demonstrating whether the Borrower was in compliance with Section 5.09; (m) within five Business Days after any Responsible Officer obtains knowledge of any Default, if such Default is then continuing, a certificate on behalf of the Borrower signed by a Responsible Officer of the Borrower or a Designated Officer setting forth, in reasonable detail, the nature thereof and the action which accountants the Borrower is taking or proposes to take with respect thereto; (n) [reserved]; (o) promptly upon any Responsible Officer obtaining knowledge of the commencement of any Reportable Action, a certificate on behalf of the Borrower specifying the nature of such Reportable Action and what action the Borrower is taking or proposes to take with respect thereto; (p) promptly, such other information as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request to comply with and/or administer any “know your customer” or other customer identification related policies and procedures required under applicable laws and regulations, or a Form U-1 to the Administrative Agent on behalf of the Lenders if requested by a Lender; and (q) from time to time, upon reasonable notice, such other information regarding the financial position or business of the Borrower and its Subsidiaries, or compliance with the terms of this Agreement, as any Lender through the Administrative Agent may reasonably request. Information required to be delivered pursuant to subsections (a), (b) or (e) above shall be an independent accounting firm selected by Borrower and reasonably acceptable deemed to Lender, that such financial statements have been prepared delivered on the date (i) if applicable, on which such documents are posted, or a link provided thereto, on the Borrower’s website on the Internet at xxx.xxxx.xxx (or such other website as the Borrower may designate in a writing delivered to the Administrative Agent) or at xxx.xxx.xxx or (ii) on which such documents are posted on the Borrower’s behalf, or delivered to the Administrative Agent by the Borrower, in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.Section 9.15. 39 Section 5.02
Appears in 1 contract
Samples: Credit Agreement
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to If not available through electronic media, within the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and time frames specified, Borrower shall furnish or cause to be furnished to Lender: Bankers’ (i) copies of all Call and other Reports submitted by them to any Federal regulatory agency having or claiming supervisory authority over Borrower and Bank, promptly after such reports are submitted; (ii) if not included within thirty the reports described in Subsection (30i) of this sentence, copies, at least quarterly within forty-five (45) days after the end of each fiscal monthquarter of Bank, monthly unaudited consolidated financial statementsof the reports submitted to any federal agency which disclose the “average daily assets” and the “average net outstanding loans” of Bank, andor if no reports containing such information are so submitted, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all a calculation in reasonable detaildetail of such amounts certified as correct by their Chief Executive Officer(s) and Chief Financial Officer(s); (iii) as soon as practicable, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) in any event within ninety (90) days after the end of each fiscal year, audited an annual audit, including an audit of the balance sheet of Borrower on a consolidated financial statements and, if Borrower has any basis with its subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of the applicable fiscal year, and related audited statements of operations, changes in stockholders’ equity and cash flows for such years, setting forth in comparative form the figures for such fiscal year and the prior fiscal year, together prepared in reasonable detail, and in conformity with the Generally Accepted Accounting Principles accompanied by an opinion of independent certified public accountantsBorrower’s Certified Public Accountants stating such facts, which accountants it being agreed that Bankers’ personnel shall be an independent have the right to on site review of the management report of such accounting firm selected by Borrower to the Board of Directors of Borrower; and reasonably acceptable to Lender(iv) with reasonable promptness, that such financial statements have been prepared in accordance with GAAP, and present fairly other information concerning the results of operations business affairs and financial condition of Borrower and its subsidiaries as Bankers’ may reasonably request. In conjunction with Borrower’s delivery of the end information specified above, Borrower shall also submit a Certificate stating that there exists no Event of Default under this Agreement at the time of delivery. Borrower will, and for will cause Bank, upon obtaining knowledge of an Event of Default, or any facts or events which could reasonably lead to an Event of Default hereunder, to deliver within three (3) days of obtaining such knowledge to Bankers’ a Certificate specifying the fiscal year then endednature thereof, the period of existence thereof, and what action has been taken or is proposed to be taken with respect thereto.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries Subsidiaries (if any) in accordance with GAAP and GAAP. Borrower shall (i) promptly furnish or cause to be furnished to Lender all such financial and other information as Lender may request relating to the Collateral and the assets, business and operations of Borrower and shall notify the independent public accountants acting as auditors to Borrower that Lender is authorized to obtain such information directly from such accountants. Without limiting the foregoing Borrower shall cause to be furnished to Lender: (i) within thirty fifteen (3015) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements of Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations operation of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month month, (ii) within forty five (45) days after the end of each fiscal quarter, unaudited consolidated and consolidating financial statements of Borrower and its Subsidiaries (including the information specified in Section 9.6(a)(i) hereof),as of the end and through the fiscal quarter then ended and (iiiii) within ninety (90) days after the end of each fiscal year, drafts of audited consolidated financial statements and, if Borrower has any subsidiaries, audited and consolidating financial statements of Borrower and its subsidiaries Subsidiaries and drafts of audited separate financial statements of each Borrower(including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower as of the end of and for such fiscal year and (iv) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated and consolidating financial statements Borrower and its Subsidiaries and separate audited financial statements of each Borrower (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries and of each Borrower separately, as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended. The financial statements(i) referred to in Section 9.6(a)(i), (ii) and (iii) hereof shall be accompanied by a certificate of the Chief Financial Officer of Borrower to the effect that such financial statements are correct in all material respects, subject to normal year end audit adjustments, (ii) referred to in Section 9.6(a)(ii), (iii) and (iv) hereof shall be accompanied by a certificate of the Chief Financial Officer of Borrower to the effect that Borrower is in compliance with the covenants set forth in Sections 9.14, 9.15 and 9.16 hereof , as of the close of the period to which such financial statements relate, together with a schedule showing the calculations used in determining such compliance and that no Event of Default or event which would with the giving of notice or passage of time, constitute an Event of Default exists and is continuing, (iii) referred to in Section 9.6(a)(iv) hereof shall be accompanied by a certificate of the Chief Financial Officer of Borrower to the effect that Borrower is in compliance with the covenants set forth in Sections 9.14, 9.15, 9.16 and 9.17 hereof , as of the close of the period to which such financial statements relate, together with a schedule showing the calculations used in determining such compliance and that no Event of Default or event which would with the giving of notice or passage of time, constitute an Event of Default exists and is continuing and (iv) referred to in Section 9.6(a)(ii),(iii) and (iv) hereof shall be accompanied by a certificate of the Chief Executive Officer and Chief Financial Officer of Borrower setting forth the Adjusted Net Worth of Borrower as of the respective dates of such financial statements and shall be accompanied by a schedule showing the calculations used in determining such Adjusted Net Worth and the appraisals on which such calculations are based, which appraisals( and the appraisers performing such appraisals) must be acceptable to Lender in all respects; provided that, for purposes of determining Adjusted Net Worth (A) at any time an Event Of Default or act, condition or event which with the giving of notice or passage of time or both would constitute an Event of Default shall exist or (B) on the request of Lender, but not more often than once in any two(2) year period, Borrower shall, within fifteen(15) working days after request of Lender therefor furnish to Lender new appraisals of all of the assets of Borrower, in form and substance and from appraisers satisfactory to Lender.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall, and shall cause each of its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Administrative and Collateral Agent any and all financial or other information as Administrative and Collateral Agent may reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Administrative and Collateral Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to LenderAdministrative and Collateral Agent, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (or within forty-five (45) days if such fiscal month end is also a fiscal quarter end), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month (or quarter), certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and lack of footnotes and, if a Compliance Period is then in effect, accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in form reasonably satisfactory to Administrative and Collateral Agent of the calculations used in determining, as of the end of such month (or quarter), whether Borrower was in compliance with the covenants set forth in Section 9.17 of this Agreement for such month (or quarter); and (ii) within ninety (90) days after the Closing Date for fiscal year 2003 and within ninety (90) days after the end of such fiscal year for each fiscal yearyear thereafter, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with (A) the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to LenderAdministrative and Collateral Agent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then endedended and (B) any management letters that may be issued with regard to the Borrower.
Appears in 1 contract
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries Subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month and month; (ii) within ninety one hundred and twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow changes in financial position and statements of shareholders' equity), and the accompanying notes thereto, including any consolidating worksheets prepared on a quarterly basis in connection therewith, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended; (iii) by January 15 of each year, projections for such fiscal year; and (iv) as Lender may from time to time reasonably request, and provided that Borrower prepares such information in the ordinary course of business, budgets, forecasts, business plans, cash flows and other information respecting the Collateral and the business of Borrower.
Appears in 1 contract
Samples: Loan Agreement (Imax Corp)
Financial Statements and Other Information. (a) Canadian Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Canadian Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP and Canadian Borrower shall furnish or cause to be furnished to Lender: (i) within twenty (20) days after the end of each fiscal month or within thirty (30) days after the end of each a fiscal monthmonth that is the month end of a fiscal quarter of SMTC Corporation, monthly unaudited consolidated financial statements, and, if statements of Canadian Borrower has any subsidiaries, and US Borrowers and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries SMTC Corporation (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Canadian Borrower, US Borrowers and SMTC Corporation and their respective Subsidiaries as of the end of and through such fiscal month; (ii) within ninety (90) days after the end of each fiscal year of SMTC Corporation, audited consolidated financial statements of SMTC Corporation (which includes Canadian Borrower, US Borrowers and their respective Subsidiaries (including in each case balance sheets, statements of income and loss, statements of changes in financial position and statements of shareholders’ equity)) and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower the applicable Person and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm selected by Borrower SMTC Corporation and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower the applicable Person and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended; and (iii) not less than sixty (60) days prior to the end of each fiscal year of SMTC Corporation, annual financial projections for the next fiscal year of SMTC Corporation and its Subsidiaries, which shall be approved by Lender and shall include a projected consolidated balance sheet, income statement and statement of cash flow, prepared on a monthly basis for such fiscal year, proposed budgets for operating and capital expenditures, acquisitions and related financing costs for SMTC Corporation and its Subsidiaries, details of all management salaries and bonuses, and such other information as may be requested by Lender.
Appears in 1 contract
Samples: Canadian Loan Agreement (SMTC Corp)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred five (90105) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with ), which shall be reconciled and conformed to the requirements of GAAP no less frequently than quarterly and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty forty (3040) days after the end of each fiscal month, other than the end of the third, sixth, ninth and twelfth fiscal months, in each fiscal year, and within ninety (90) days after the end of the twelfth fiscal month in each fiscal year, monthly unaudited consolidated financial statements, andstatements of US Borrower and its subsidiaries, if Borrower has any subsidiariesany, unaudited consolidating financial statements (including including, in each case case, balance sheets, statements of income and loss sheets and statements of shareholders' equityoperations), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month month, (ii) within forty-five (45) days after the end of each fiscal quarter, unaudited consolidated financial statements of US Borrower and its subsidiaries (including, in each case, balance sheets and statements of operations), fairly presenting the results of operations of Borrower and its subsidiaries as of the end of and through such fiscal quarter, and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of US Borrower and its subsidiaries (including in each case balance sheets, statements of income and lossoperations, statements of cash flow changes in financial position and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of US Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public chartered accountants, which accountants shall be an independent accounting firm of nationally recognized standing selected by Borrower and reasonably acceptable to LenderUS Borrower, that such financial statements have been prepared in accordance conformity with GAAP, and present fairly fairly, in all material respects, the results of operations and financial condition of US Borrower and its subsidiaries as of the end of and for the fiscal year then ended. 41 (b) Borrower shall promptly notify Lender in writing of the details of (i) any loss, damage, investigation, action, suit, proceeding or claim relating to the Collateral or any other property which is security for the Obligations involving an amount in excess of the Canadian Dollar Equivalent of US$37,500 or which has resulted in, or could reasonably be expected to result in, any Material Adverse Effect and (ii) the occurrence of any Event of Default or event which, with the passage of time or giving of notice or both, would constitute an Event of Default.
Appears in 1 contract
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent, which shall furnish to each Lender: (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) ninety days after the end of each fiscal month, monthly unaudited consolidated financial statements, andyear of Holdings for the applicable fiscal year (or, if Borrower later, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has any subsidiariespermitted Topco to file its applicable annual report on Form 10-K), unaudited consolidating financial statements (including in each case its audited consolidated balance sheets, sheet and related statements of income operations, stockholders’ equity and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries cash flows as of the end of and through for such year, setting forth in each case in comparative form the figures for the previous fiscal month year, all reported on by the Accounting Firm (without a “going concern” or like qualification (other than any such qualification to the “going concern” opinion that is solely resulting from (x) the impending Maturity Date or the final stated maturity of any Indebtedness, (y) any potential inability to satisfy the Financial Covenant or any other financial covenants under any Indebtedness on a future date or in a future period or (z) limited solely to the effect of the activities, operations, financial results, assets or liabilities of any Unrestricted Subsidiaries on such Unrestricted Subsidiaries) or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidating basis in accordance with GAAP; (iib) within ninety (90) forty-five days after the end of each of the first three fiscal year, audited consolidated financial statements andquarters of each fiscal year of Holdings (or, if Borrower later, the date on which the Securities and Exchange Commission, pursuant to its rules and regulations, has any subsidiariespermitted Topco to file its applicable quarterly report on Form 10-Q), audited consolidating financial its consolidated balance sheet and related statements of Borrower operations, stockholders’ equity and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with setting forth in each case in comparative form the opinion figures for the corresponding period or periods of independent (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified public accountants, which accountants shall be an independent accounting firm selected by Borrower one of its Financial Officers as presenting fairly in all material respects the financial condition and reasonably acceptable to Lender, that such financial statements have been prepared results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and present fairly the results absence of operations footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer in substantially the form of Exhibit B (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with the Financial Covenant and (iii) stating whether any change in GAAP or in the application thereof has occurred since the later of December 31, 2019 and the end date of the financial statements most recently delivered pursuant to Section 5.01(a) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate; (d) [reserved]; (e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings or any Subsidiary with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by Holdings to its shareholders generally, as the case may be; and (f) promptly following any written request therefor, (i) such other information regarding the operations, business affairs and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.Holdings or any Subsidiary, or compliance with 82
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to Lender, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (other than at the end of a fiscal quarter), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments, (ii) within forty-five (45) days after the end of each fiscal quarter (other than at the end of the fiscal year), unaudited consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity) and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Lender all such financial and other information as Lender shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and to notify the auditors and accountants of Borrower that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to Lender, the following: (i) within thirty forty (3040) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and accompanied by a compliance certificate in form and substance acceptable to Lender, along with a schedule in form reasonably satisfactory to Lender of the calculations used in determining, as of the end of such month, whether Borrower was in compliance with the covenant set forth in Section 9.17 of this Agreement for such month and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, and audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the fully certified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Streicher Mobile Fueling Inc)
Financial Statements and Other Information. The Borrowers will furnish to the Administrative Agent and each Lender: (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) 90 days after the end of each fiscal monthyear of the Company, monthly unaudited (i) its audited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, sheet and related statements of income operations, stockholders’ equity and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries cash flows as of the end of and through for such year, setting forth in each case in comparative form the figures for the previous fiscal month year, all reported on by KPMG LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) consolidating balance sheets setting forth such information separately for the Company and for each Borrower as of the end of such fiscal year and consolidating statements of operations setting forth such information separately for the Company and for each Borrower for such fiscal year, such consolidating balance sheet and consolidating statements of operations to be certified by the chief financial officer of the Company as fairly presenting the financial condition and results of operations of the Company and each Borrower as of the end of, and for, such fiscal period in accordance with GAAP; (b) within ninety (90) 45 days after the end of each of the first three fiscal yearquarters of each fiscal year of the Company, audited (i) its consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial balance sheet and related statements of Borrower operations, stockholders’ equity and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries flows as of the end of and for such fiscal quarter (except in the case of the statements of stockholders’ equity and cash flows) and the then elapsed portion of the fiscal year, together with setting forth in each case (except in the opinion case of independent certified public accountantsstockholders’ equity) in comparative form the figures for the corresponding period or periods of (or, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lenderin the case of the balance sheet, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and for results of operations of the fiscal year then ended.Company and its consolidated Subsidiaries on a consolidated basis in 49
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and to notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them PROVIDED, THAT, at all times prior to the occurrence of an Event of Default, Agent shall notify Parent prior to contacting such auditors and accountants. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting presenting, in all material respects, the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form reasonably satisfactory to Agent of the calculations used in determining, as of the end of each fiscal quarter, whether Borrowers and Guarantors are in compliance with the covenants set forth in Section 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting presenting, in all material respects, the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants (which shall not contain a "going concern" or other similar exception) with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly fairly, in all material respects, the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Thane International Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal monthmonth other than the last fiscal month of a fiscal quarter, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month month, subject to normal year-end adjustments, (ii) within forty- five (45) days after the end of each fiscal quarter or sixty (60) days after the end of each fiscal year, quarterly or annual (as the case may be) unaudited consolidated financial statements and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal period, subject, in the case of quarterly reports, to normal year-end adjustments and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended. Notwithstanding the foregoing, Borrower need not comply with the reporting obligations in (i) above for any month when, as of the end of that monthly period, the following conditions are satisfied: (i) no Event of Default or event, which with the passage of any applicable grace or cure period, the giving of notice, or both, would result in an Event of Default is then outstanding, (ii) the condition set forth in Section 1.45 (iv) (the definition of Permitted Dividends) shall be satisfied, and (iii) the Adjusted Tangible Net Worth as of the end of such month is greater than $120,000,000. If a change in GAAP shall occur after the date hereof which would affect the calculation of Adjusted Tangible Net Worth were it not for the last sentence of the definition thereof, Borrower shall also include with each set of financial statements delivered pursuant to this Section 9.6(a) a detailed reconciliation showing the proper calculation of Adjusted Tangible Net Worth at the end of such period.
Appears in 1 contract
Samples: Loan and Security Agreement (Chiquita Brands International Inc)
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (for distribution to each Lender): (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal yearyear of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed one hundred twenty (120) days after the end of each fiscal year of the Borrower), the audited consolidated financial statements andstatement of assets and liabilities, if Borrower has any subsidiariesstatement of operations, audited consolidating financial statements statement of changes in net assets, statement of cash flows and schedule of investments of the Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries consolidated Subsidiaries as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by independent public accountants of recognized national standing together with the an opinion of independent certified public accountants, which accountants shall be an independent such accounting firm selected by that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and reasonably acceptable to Lender, that such financial statements have been prepared its consolidated Subsidiaries on a consolidated basis in accordance with GAAPGAAP consistently (except as disclosed therein) applied; provided that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year; (b) within forty five (45) days after the end of each of the first three (3) fiscal quarters of the Borrower (or such longer period permitted pursuant to any orders, declarations, laws, regulations or letters issued by the SEC or any other government or regulatory authority, not to exceed seventy-five (75) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower), the consolidated statement of assets and present fairly liabilities, statement of operations, statement of changes in net assets, statement of cash flows and schedule of investments of the results of operations and financial condition of Borrower and its subsidiaries consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year then ended.year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, statements of operations, statement of changes in net assets, 117 Revolving Credit Agreement statement of cash flows and schedule of investments, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently (except as disclosed therein) applied, subject to year-end audit adjustments, the absence of footnotes and as otherwise described therein; provided that the requirements set forth in this clause (b) may be fulfilled by providing to the Administrative Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section 5.01, a certificate of a Financial Officer of the Borrower (i) certifying as to whether the Borrower has knowledge that a Default or Event of Default has occurred and is continuing with respect to the Borrower during the applicable period and, if a Default or Event of Default has occurred and is continuing with respect to the Borrower during the most recent period covered by such financial statements (or has occurred and is continuing from a prior period), specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01, 6.02, 6.04 and 6.07 and (iii) stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower has occurred since the Effective Date (but only if the Borrower has not previously reported such change to the Administrative Agent and if such change has had a material effect on the financial statements or to the extent not previously disclosed on a Form 10-K or Form 10Q previously filed with the SEC), and, if any such change has occurred, specifying the effect (unless such effect has been previously reported), as determined by the Borrower, of such change on the financial statements accompanying such certificate; provided that the requirements set forth in this clause (c)(iii) may be fulfilled by providing to the Administrative Agent the report of the Borrower to the SEC on Form 10-Q for the applicable quarterly period; (d) as soon as available and in any event not later than twenty (20) days after the end of each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, a Borrowing Base Certificate as at the last day of such accounting period; (e) promptly but no later than five (5) Business Days after any Responsible Officer of the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date such Responsible Officer of the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date such Responsible Officer of the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one (1) Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this clause I; (f) promptly upon receipt thereof copies of all significant written reports submitted to management or the board of directors of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directors of the
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)
Financial Statements and Other Information. (a) Borrower Mackie and each Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Mackie, the Guarantors, and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Mackie and Borrower the Guarantors shall promptly furnish to U.S. Bank all such financial and other information as U.S. Bank shall reasonably request relating to the Collateral and the assets, business, and operations of Mackie and the Guarantors, and Mackie and the Guarantors shall notify the auditors and accountants of Mackie and the Guarantors that U.S. Bank is authorized to obtain such information directly from them. Without limiting the foregoing, Mackie and the Guarantors shall furnish or cause to be furnished to LenderU.S. Bank, the following: (i) within thirty (30) 30 days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Mackie and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Mackie, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit B hereto along with a schedule in a form satisfactory to U.S. Bank of the calculations used in determining, as of the end of such month, whether Mackie and the Guarantors are in compliance with the covenants set forth in Section 6.17 and Section 6.18 of this Agreement for such month, (ii) within 45 days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Mackie and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of Mackie, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit B hereto along with a schedule in a form satisfactory to U.S. Bank of the calculations used in determining, as of the end of such quarter, whether Mackie and the Guarantors are in compliance with the covenants set forth in Section 6.17 and Section 6.18 of this Agreement for such quarter and (iii) within 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2003, audited consolidated financial statements and unaudited consolidating financial statements of Mackie and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Mackie and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountantsaccountants (which shall not contain a scope or a going concern qualification) with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Mackie and reasonably acceptable to LenderU.S. Bank, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Mackie and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep keep, and cause each of its Subsidiaries to keep, proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries Subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiariesSubsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month and month; (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiariesSubsidiaries, audited unaudited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended; (iii) prior to the beginning of each fiscal year, budgeted financial statements prepared in substantially the form of and on the same basis as that prepared for 1997, which is attached hereto as Exhibit D (the "Budgeted Financial Statements"); and (iv) as early as Borrower elects, a comparison of actual results of operations to the budgeted income statements set forth in the Budgeted Financial Statements for the nine (9) month period ending September 30 of such year (the "Comparison Income Statement").
Appears in 1 contract
Financial Statements and Other Information. (a) The Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation the Parent Guarantor will furnish to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause Administrative Agent for distribution to be furnished to each Lender: (ia)(i) prior to a Qualified Change of Control, within thirty (30) 90 days after the end of each fiscal monthyear of the Parent Guarantor, monthly unaudited (x) the audited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, sheet and related statements of income income, changes in Shareholders’ Equity and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results cash flows of the operations of Borrower Parent Guarantor and its subsidiaries consolidated Subsidiaries as of the end of and through for such year, setting forth in comparative form the figures for the previous fiscal month year, all reported on 55 by Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the requirements set forth in this clause (a)(i) with respect to the Parent Guarantor may be fulfilled by providing to the Administrative Agent for distribution to the Lenders the report filed by the Parent Guarantor with the SEC on Form 10-K for the applicable fiscal year, and (y) within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of income, changes in Shareholders’ Equity of the Borrower and its consolidated Subsidiaries as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all certified by a Financial Officer of the Borrower, as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to the absence of footnotes, and (ii) after a Qualified Change of Control, within 90 days after the end of each fiscal year of the Borrower, the audited consolidated balance sheet and related statements of operations, assets and liabilities, changes in Shareholders’ Equity and cash flows of the Borrower and its consolidated Subsidiaries as of the end of and for such year, setting forth in comparative form the figures for the previous fiscal year, all reported on by Xxxxx Xxxxxxxx LLP or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided that the requirements set forth in this clause (a)(ii) with respect to the Borrower may be fulfilled by providing to the Administrative Agent for distribution to the Lenders the report filed by the Borrower with the SEC on Form 10-K for the applicable fiscal year; (b)within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and the Parent Guarantor, the consolidated balance sheet and related statements of income or operations, assets and liabilities, as applicable, changes in Shareholders’ Equity and cash flows of the Borrower, the Parent Guarantor and their respective consolidated Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Borrower or the Parent Guarantor, as applicable, as presenting fairly in all material respects the financial condition and results of operations of the Borrower, the Parent Guarantor and their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the requirements set forth in this clause (b) with respect to the Parent Guarantor (and after a Qualified Change of Control, of the Borrower) may be fulfilled by providing to the Administrative Agent for distribution to the Lenders the report filed by the Parent Guarantor (and after a Qualified Change of Control, of the Borrower) with the SEC on Form 10-Q for the applicable quarterly period; 56 (c)concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower or the Parent Guarantor, as applicable (i) certifying as to whether the Borrower or the Parent Guarantor, as applicable, has knowledge that a Default has occurred or is occurring during the applicable period and, if a Default has occurred or is occurring, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01(b) and (g), 6.02(d), 6.04(d), 6.05(b) and (e) and 6.07 and (iii) to the extent not previously disclosed on a Form 10-K or Form 10-Q previously filed by the Parent Guarantor with the SEC, stating whether any change in GAAP as applied by (or in the application of GAAP by) the Borrower or the Parent Guarantor, as applicable, has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect as determined by the Borrower or the Parent Guarantor, as applicable, of such change on the financial statements accompanying such certificate; (d)as soon as available and in any event not later than the last Business Day of the calendar month following each monthly accounting period (ending on the last day of each calendar month) of the Borrower, a Borrowing Base Certificate as at the last day of such accounting period presenting the Borrower’s computation (and including the rationale for any industry reclassification and a comparison to show changes from the Borrowing Base Certificate from the immediately prior period) and including a certification of a Financial Officer as to compliance with Section 6.03(d) and 6.04(d) during the period covered by such Borrowing Base Certificate; (e)promptly but no later than five Business Days after the Borrower shall at any time have knowledge that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date the Borrower has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date the Borrower obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than one Business Day prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f)promptly upon receipt thereof, copies of (x) all significant and non-routine reports and (y) reports stating that material weaknesses exist in the Borrower’s or the Parent Guarantor’s internal controls or procedures or any other matter that could reasonably be expected to result in a Material Adverse Effect submitted to management or the board of directors of Borrower or the Parent Guarantor by the Borrower’s or the Parent Guarantor’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries or of the Parent Guarantor delivered by such accountants to the management or board of directors of the Borrower or the Parent Guarantor; (g)[Reserved]; 57 (h)promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries or of the Parent Guarantor, or compliance with the terms of this Agreement and the other Loan Documents, as the Administrative Agent or any Lender may reasonably request; (i)within 45 days after the end of each fiscal quarter of the Borrower and upon the request of any Lender, all external valuation reports relating to the Portfolio Investments delivered by the Approved Third-Party Appraiser in connection with the quarterly appraisals of Unquoted Investments (provided that any recipient of such reports executes and delivers any non-reliance letter, release, confidentiality agreement or similar agreements required by such Approved Third-Party Appraiser); (j)within 45 days after the end of each fiscal quarter of the Borrower and upon the request of any Lender, any report that the Borrower receives from the Custodian listing the Portfolio Investments, as of the end of such fiscal quarter, held in the Collateral Account; provided that the Borrower shall use its commercially reasonable efforts to cause the Custodian to provide such report; (k)within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of the Borrower and ninety (90) days after the end of each fiscal yearyear of the Borrower, audited consolidated financial statements anda schedule setting forth in reasonable detail with respect to each Portfolio Investment where there has been a realized gain or loss in the most recently completed fiscal quarter, if Borrower has (i) the cost basis of such Portfolio Investment, (ii) the proceeds received with respect to such Portfolio Investment representing repayments of principal during the most recently ended fiscal quarter, and (iii) any subsidiaries, audited consolidating financial statements other amounts received with respect to such Portfolio Investment representing exit fees or prepayment penalties during the most recently ended fiscal quarter; (l)within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year of the Borrower and its subsidiaries ninety (including in 90) days after the end of each case balance sheetsfiscal year of the Borrower, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all a schedule setting forth in reasonable detaildetail with respect to each Portfolio Investment, fairly presenting (i) the financial position aggregate amount of all capitalized paid-in-kind interest for such Portfolio Investment during the most recently ended fiscal quarter and (ii) the results aggregate amount of all paid-in-kind interest collected during the most recently ended fiscal quarter; (m)within forty-five (45) days after the end of the operations first three (3) fiscal quarters of each fiscal year of the Borrower and its subsidiaries ninety (90) days after the end of each fiscal year of the Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment, (i) the amortized cost of each Portfolio Investment as of the end of and for such fiscal yearquarter, together with (ii) the opinion fair market value of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries each Portfolio Investment as of the end of such fiscal quarter, and for (iii) the unrealized gains or losses as of the end of such fiscal quarter; and (n)within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year then endedof the Borrower and ninety (90) days after the end of each fiscal year 58 of the Borrower, a schedule setting forth in reasonable detail with respect to each Portfolio Investment the change in unrealized gains and losses for such quarter. Such schedule will report the change in unrealized gains and losses by Portfolio Investment by showing the unrealized gain or loss for each Portfolio Investment as of the last day of the preceding fiscal quarter compared to the unrealized gain or loss for such Portfolio Investment as of the last day of the most recently ended fiscal quarter. Notwithstanding anything in this Section 5.01 to the contrary, the Borrower and the Parent Guarantor shall be deemed to have satisfied the requirements of this Section 5.01 (other than Sections 5.01(c), (d) and (e)) if the reports, documents and other information of the type otherwise so required are publicly available when required to be filed on XXXXX at the xxx.xxx.xxx website or any successor service provided by the Securities and Exchange Commission, provided notice of such availability is provided to the Administrative Agent at or prior to the time period required by this Section 5.01. SECTION 5.02.
Appears in 1 contract
Samples: www.sec.gov
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow (consolidated only), and statements of shareholders' equityequity (consolidated only)), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.17 and 9.18 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow (consolidated only), and statements of shareholders' equityequity (consolidated only)), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Universal Automotive Industries Inc /De/)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP and Borrower shall furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, and audited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries 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 firm selected by Borrower and reasonably acceptable to Lender, Agent that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Haynes International Inc)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower Borrowers and its subsidiaries (if any) Guarantors and their Subsidiaries in accordance with GAAP and Borrower Borrowers and Guarantors shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equityequity on a consolidating basis), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Safety and its subsidiaries consolidated Subsidiaries as of the end of and through such fiscal month month, and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Safety and its subsidiaries consolidated Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of Borrower Safety and its subsidiaries consolidated Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public or chartered accountants, as appropriate, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Safety and its subsidiaries consolidated Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Safety Components International Inc)
Financial Statements and Other Information. (a) Borrower Borrowers shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrowers and its subsidiaries (if any) their Subsidiaries in accordance with GAAP GAAP. Borrowers shall promptly furnish to Lender any financial or and Borrower all other information as Lender may reasonably request relating to the Collateral and the assets, business and operations of Borrowers, and to notify the auditors and accountants of Borrowers that Lender is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to Lender, the following: (i) within thirty forty-five (3045) days after the end of each of the first three (3) fiscal monthquarters in each fiscal year and within ninety (90) days after the end of the fourth fiscal quarter in each fiscal year, monthly quarterly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), and unaudited non-consolidating financial statements (including balance sheets and statements of income and loss), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Lender during any Availability Compliance Period (related to an Availability Triggering Event or Compliance Triggering Event) of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenant set forth in Sections 9.18 of this Agreement for such quarter, (ii) during any Availability Compliance Period (related to an Availability Triggering Event or Compliance Triggering Event), on the last Business Day of any month therein and at any other date as determined by Borrowers in their sole discretion, Borrowers will deliver to Lender an Availability Compliance Report, along with a schedule in form and substance reasonably satisfactory to Lender, of the calculations used in determining, as of the end of such month and such other date determined by Borrowers in their sole discretion, whether U.S. Excess Availability is at least Twenty Million Dollars (ii$20,000,000) and Canadian Compliance Excess Availability is at least One Million Dollars ($1,000,000), and (iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity) and unaudited consolidating financial statements of Borrowers and its Subsidiaries (including balance sheets and statements of income and loss), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and month, (ii) within forty-five (45) days after the end of each fiscal quarter, a store-by-store profitability report for each of Borrower's retail locations, and (iii) simultaneously with the delivery of the same to the Securities and Exchange Commission (or, if Borrower is not then required to deliver such financial statements to the Securities and Exchange Commission, within ninety (90) days after the end of each fiscal year), audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Wherehouse Entertainment Inc /New/)
Financial Statements and Other Information. (a) Borrower shall, and shall cause any Subsidiary of Borrower to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrower shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrower, and Borrower shall notify the auditors and accountants of Borrower that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrower shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Borrower, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrower is in compliance with the covenants set forth in Section 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower and NSC shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries NSC and their respective Subsidiaries (if any) in accordance with GAAP and Borrower GAAP. Borrowers' Agent shall (i) promptly furnish or cause to be furnished to Lender all such financial and other information as Lender may request relating to the Collateral and the assets, business and operations of each Borrower and NSC and shall notify the independent public accountants acting as auditors to Borrowers and NSC that Lender is authorized to obtain such information directly from such accountants. Without limiting the foregoing Borrowers shall cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, (A) monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements of NSC and Borrowers (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NSC and its subsidiaries Borrowers as of the end of and through such fiscal month and (B) monthly operating statements of each Retail Store, (ii) within ninety forty five (9045) days after the end of each fiscal yearquarter, audited (A) unaudited consolidated financial statements and, if Borrower has any subsidiaries, audited and consolidating financial statements of Borrower NSC and its subsidiaries Borrowers (including the information specified in Section 9.6(a)(i) (A) hereof),as of the end and through the fiscal quarter then ended and (B) quarterly operating statements of each Retail Store, (iii) within sixty (60) days after the consummation of NSC's Plan of the Reorganization, audited consolidated and consolidating financial statements of NSC and Borrowers (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower NSC and its subsidiaries Borrowers as of the end of and for such the immediately preceding fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower NSC and its subsidiaries Borrowers as of the end of and for such fiscal year, and (iv) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and supporting consolidating financial schedules of NSC and Borrowers (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders equity), and the accompanying notes thereto and the accompanying consolidating and combining schedules and financial statements of NSC and Borrowers, all in reasonable detail, fairly presenting the financial position and the results of the operations of NSC and Borrowers as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrowers and reasonably acceptable to Lender, that such consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of NSC and Borrowers. The financial statements referred to in Section 9.6(a)(i) and (ii) hereof shall be accompanied by a certificate of the Chief Financial Officer of Borrowers to the effect (i) that such financial statements are correct in all material respects, subject to normal year then endedend audit adjustments and (ii) that Borrowers are in compliance with the covenants set forth in Sections 9.14, 9.15, 9.16 and 9.17 hereof , as of the close of the period to which such financial statements relate, together with a schedule showing the calculations used in determining such compliance and that no Event of Default or event which would with the giving of notice or passage of time, constitute an Event of Default exists and is continuing.
Appears in 1 contract
Samples: Loan and Security Agreement (Nutritional Sourcing Corp)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower or Guarantor and its subsidiaries (if any) in accordance with GAAP and each Borrower and Guarantor shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated and (beginning with the financial statementsstatements for the month ended January 31, and, if Borrower has any subsidiaries, unaudited 1997) consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Holdings and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements andand (beginning with the fiscal year ending December 31, if Borrower has any subsidiaries, audited 1997) unaudited consolidating financial statements of Borrower Holdings and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Holdings and its subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountantsaccountants as to the audited financial statements, which accountants shall be an independent accounting firm selected by Borrower Holdings and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Holdings and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Decorative Home Accents Inc)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Guarantors shall furnish to Administrative Agent and Lenders within a reasonable time all such financial and other information as Administrative Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrower shall notify the auditors and accountants of Borrowers and Guarantors that Administrative Agent is authorized to obtain such information directly from them; provided, that, so long as no Default or Event of Default shall exist or have occurred and be continuing, Administrative Agent shall not exercise its right under this Section 9.6 to contact the accountants and auditors directly to obtain information from them not relating to the Collateral without the prior approval of Lead Borrower, which approval shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAdministrative Agent, the following: (i) within thirty (30) days after the end of each fiscal monthfour (4) week period (or forty-five (45) days after the end of each fiscal quarter), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flows, and statements of shareholders' ’ equity), and unaudited consolidating financial statements (including balance sheets and statements of income and loss), all in reasonable detaildetail and substantially in the form of Exhibit D-1 hereto, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month four (4) week period, certified to be correct by the chief financial officer, corporate treasurer or vice president of finance of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit E hereto, along with a schedule in a form satisfactory to Administrative Agent in good faith of the calculations used in determining, as of the end of such four (4) week period, whether Borrowers and Guarantors are in compliance with the covenant set forth in Section 9.20 of this Agreement for such fiscal four (4) week period and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flows, and statements of shareholders' ’ equity) and unaudited consolidating financial statements (including balance sheets and statements of income and loss), and the accompanying notes thereto, all in reasonable detaildetail and substantially in the form of Exhibit D-2 hereto, fairly presenting in all material respects the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an Deloitte & Touche LLP, another nationally recognized independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAdministrative Agent or a regional independent accounting firm selected by Borrowers and acceptable to Administrative Agent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended. All references to a “fiscal four (4) week period” herein or otherwise in this Agreement or any of the other Financing Agreements shall mean such four (4) or five (5) week periods as calculated in accordance with the current accounting practices of Borrowers and Guarantors as of the date hereof.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower Each Debtor shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) such Debtor in accordance with GAAP GAAP. Each Debtor shall promptly furnish to Secured Party all such financial and Borrower other information as Secured Party shall reasonably request relating to the Collateral and the assets, business and operations of such Debtor, and to notify the auditors and accountants of such Debtor that Secured Party is authorized to obtain such information directly from them. Without limiting the foregoing, each Debtor shall furnish or cause to be furnished to LenderSecured Party, the following: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries such Debtor as of the end of and through such fiscal month, certified to be correct by the chief financial officer of such Debtor, subject to normal year-end adjustments, along with a schedule in form reasonably satisfactory to Secured Party of the calculations used in determining, as of the end of such month, whether such Debtor was in compliance with the covenants set forth in Sections 5.13 and 5.14 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, and audited consolidating financial statements of Borrower and its subsidiaries each Debtor (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes US OBLIGORS GSA thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries such Debtor as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower such Debtor and reasonably acceptable to LenderSecured Party, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower such Debtor and its subsidiaries their Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent (which shall, in turn, provide such information to the Lenders): (a) Borrower shall keep proper books as soon as available and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries any event within forty-five (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (3045) days after the end of the first three (3) fiscal quarters of each fiscal monthyear (commencing with the fiscal quarter ending June 30, monthly unaudited 2024) (i) the consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements sheets of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Holdings and its subsidiaries Subsidiaries as of the end of and through such fiscal month quarter and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of Holdings and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such fiscal quarter, in each case prepared in all material respects in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year, together with (iii) a certificate of a Responsible Officer of the Borrower stating that (x) such financial statements fairly present in all material respects the financial condition of Holdings and its Subsidiaries as at such date and (y) the results of operations of Holdings and its Subsidiaries for the period ended on such date have been prepared in all material respects in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes; provided that documents required to be furnished pursuant to this Section 8.01(a) shall be deemed furnished on the date that such documents are publicly available on “XXXXX” (with the related certificate separately delivered); (b) as soon as available and in any event within ninety (90) days after the end of each fiscal year, audited year (i) the consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements balance sheets of Borrower Holdings and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of such fiscal year and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of Holdings and its Subsidiaries for such fiscal year, together in each case prepared in all material respects in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by a report and opinion thereon of PricewaterhouseCoopers LLP, Ernst & Young LLP or another firm of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and of recognized national standing reasonably acceptable to Lenderthe Administrative Agent, that such financial statements have been which report and opinion shall be prepared in accordance with GAAPgenerally accepted auditing standards and such report and opinion shall not be subject to any “going concern” or like qualification or exception or emphasis of matter of going concern footnote or any qualification or exception as to the scope of such audit, and present fairly in the results case of operations and such consolidated financial condition of Borrower and its subsidiaries as statements, certified by a Responsible Officer of the end of and for Borrower; provided that documents required to be furnished pursuant to this Section 8.01(b) shall be deemed furnished on the fiscal year then ended.date that such documents are publicly available on “XXXXX”;
Appears in 1 contract
Financial Statements and Other Information. (a0.) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Planet Entertainment Corp)
Financial Statements and Other Information. (a) Each Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries (if any) in accordance with GAAP and each Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, (A) monthly unaudited consolidated financial statementsstatements of such Borrower, and, if such Borrower has any subsidiaries, unaudited consolidating financial statements of such Borrower and its subsidiaries (including in each case balance sheets, sheets and statements of income and loss and statements of shareholders' equityloss), all in reasonable detaildetail satisfactory to Lender, fairly presenting the financial position and the results of the operations of such Borrower and its subsidiaries as of the end of and through such fiscal month and (B) a monthly report setting forth the amount of any transfer of money or property to another Borrower during the preceding fiscal month; (ii) within thirty (30) days after the end of each fiscal quarter, a consolidated balance sheet of such Borrower, which shall reflect in each case, without limitation, any outstanding indebtedness owed to or owing by another Borrower, all in detail satisfactory of Lender, fairly presenting the financial position and the results of the operations of such Borrower as of the end of and for such fiscal quarter; and (iii) within ninety (90) days after the end of each fiscal year, (A) audited consolidated financial statements and, if of such Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, sheets and statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detaildetail satisfactory to Lender, fairly presenting the financial position and the results of the operations of such Borrower 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 firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of such Borrower and its subsidiaries as of the end of and for the fiscal year then ended.ended and (B) if such Borrower has any subsidiaries, unaudited consolidating financial statements of such Borrower and its subsidiaries (including in each case balance sheets and statements of income and loss), all in detail satisfactory to Lender, fairly presenting the financial position and the
Appears in 1 contract
Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent for distribution to each Lender (provided that, the Administrative Agent shall not be required to distribute any document or report to any Lender to the extent such distribution would cause the Administrative Agent to breach or violate any agreement that it has with (92) another Person (including any non-reliance or non-disclosure letter with any Approved Third-Party Appraiser)): (a) within 90 days after the end of each fiscal year of the Borrower shall keep proper books (commencing with the fiscal year ending September 30, 2017), the audited consolidated statements of assets and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral liabilities and the business related audited consolidated statements of operations, audited consolidated statements of changes in net assets, audited consolidated statements of cash flows and related audited consolidated schedule of investments of the Borrower and its subsidiaries Subsidiaries on a consolidated basis as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year (if any) to the extent full fiscal year information is available), all reported on by PricewaterhouseCoopers or other independent public accountants of recognized national standing to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (which report shall be unqualified as to going concern and scope of audit and shall not contain any explanatory paragraph or paragraph of emphasis with respect to going concern); provided that the requirements set forth in this clause (a) may be fulfilled by providing to the Administrative Agent for distribution to each Lender the report filed by the Borrower shall furnish with the SEC on Form 10-K for the applicable fiscal year; (b) within 45 days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ending December 31, 2017), the consolidated statements of assets and liabilities and the related consolidated statements of operations, consolidated statements of changes in net assets, consolidated statements of cash flows and related consolidated schedule of investments of the Borrower and its Subsidiaries on a consolidated basis as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the statement of assets and liabilities, as of the end of) the corresponding period or cause periods of the previous fiscal year (to the extent such information is available for the previous fiscal year), all certified by a Financial Officer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; provided that the requirements set forth in this clause (b) may be furnished fulfilled by providing to Lender: the Administrative Agent for distribution to each Lender the report filed by the Borrower with the SEC on Form 10-Q for the applicable quarterly period; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate of a Financial Officer of the Borrower (i) to the extent the requirements in clauses (a) and (b) of this Section are not fulfilled by the Borrower delivering the applicable report delivered to (or filed with) the SEC, certifying that such statements are consistent with the financial statements filed by the Borrower with the SEC, (ii) certifying as to whether the Borrower has knowledge that a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iii) setting forth reasonably detailed calculations (which reconcile to the financial statements) demonstrating compliance with Sections 6.01(h) and (k), 6.03(e) and (i), 6.04(k), 6.05(b), 6.07 and 6.13, (iv) stating whether any change in GAAP as applied by (or in the application of GAAP by) the (93) Borrower has occurred since the Original Effective Date (but only if the Borrower has not previously reported such change to the Administrative Agent) and, if any such change has occurred (and has not been previously reported to the Administrative Agent), specifying the effect of such change on the financial statements accompanying such certificate and (v) attaching a list of Subsidiaries and Immaterial Subsidiaries as of the date of delivery of such certificate or a confirmation that there is no change in such information since the date of the last such list; (d) as soon as available and in any event not later than the last Business Day of the next succeeding month after the end of each monthly accounting period (ending on the last day of each calendar month) of the Borrower and its Subsidiaries, commencing with the monthly accounting period ending November 30, 2017, a Borrowing Base Certificate as of the last day of such accounting period (which Borrowing Base Certificate shall include: an Excel schedule containing information substantially similar to the information included on the Excel schedule included in the Borrowing Base Certificate delivered to the Administrative Agent on the RestatementAmendment No. 4 Effective Date, a reasonably detailed calculation of the Senior Coverage Ratio as of such date and the Applicable Margin as of such date); (e) promptly but no later than two Business Days after any Financial Officer of the Borrower shall at any time have knowledge (based upon facts and circumstances known to him) that there is a Borrowing Base Deficiency, a Borrowing Base Certificate as at the date such Financial Officer has knowledge of such Borrowing Base Deficiency indicating the amount of the Borrowing Base Deficiency as at the date such Financial Officer obtained knowledge of such deficiency and the amount of the Borrowing Base Deficiency as of the date not earlier than two Business Days prior to the date the Borrowing Base Certificate is delivered pursuant to this paragraph; (f) promptly upon receipt thereof copies of all significant and non-routine written reports submitted to the management or Board of Directors of the Borrower by the Borrower’s independent public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or related internal control systems of the Borrower or any of its Subsidiaries delivered by such accountants to the management or board of directorsBoard of Directors of the Borrower (other than the periodic reports that the Borrower’s independent auditors provide, in the ordinary course, to the audit committee of the Borrower’s Board of Directors); (g) to the extent not previously delivered, within 45 days after the end of each fiscal quarter of the Borrower, all final internal and external valuation reports relating to the Eligible Portfolio Investments (including all valuation reports delivered by an Approved Third-Party Appraiser in connection with the quarterly appraisals of Unquoted Investments in accordance with Section 5.12(b)(ii)(B)) and a summary of any applicable internal underwriting memoranda for all Eligible Portfolio Investments included in such valuation reports, and any other information relating to the Eligible Portfolio Investments as reasonably requested by the Administrative Agent or any Lender; (h) to the extent not otherwise provided by each Custodian, within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statementsfull, andcorrect and complete updated copies of custody reports (including, if Borrower has any subsidiariesto the extent available, unaudited consolidating financial statements (including i) activity reports with respect to Cash and Cash Equivalents included in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results calculation of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and Borrowing Base, (ii) within ninety (90) days after the end an itemized list of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), account and the accompanying notes thereto, all amounts therein with respect to Cash and Cash Equivalents included in reasonable detail, fairly presenting the financial position and the results calculation of the operations of Borrower Borrowing Base 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 (iii) an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.(94)
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall promptly furnish or cause to be furnished to Lender: (i1) within thirty (30) Not later than 120 days after the end of each subsequent fiscal monthyear, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements (including in each case of the Borrower, to include balance sheets, sheets and statements of income and loss and statements of shareholdersstockholders' equity), all in reasonable detail, fairly presenting prepared in accordance with generally accepted accounting principles and certified by an independent accounting firm acceptable to Lender and accompanied by a duly completed Compliance Certificate in the financial position and the results form of the operations Exhibit J attached hereto executed on behalf of Borrower by its chief financial officer; (2) Not later than 30 days after and its subsidiaries as of the end of and through such fiscal each month and (ii) within ninety (90) days after other than the end final month of each fiscal year), audited consolidated financial statements andof Borrower, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower to include balance sheets and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholdersstockholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAPgenerally accepted accounting principles (subject to changes resulting from year-end adjustments), and present fairly certified by the results chief financial officer of operations Borrower and accompanied by a duly completed Compliance Certificate in the form of Exhibit J attached hereto executed on behalf of Borrower by its chief financial officer; (3) Promptly upon becoming aware of the existence of any Default or Event of Default, a written notice specifying the nature and period of existence thereof and what action Borrower is taking or proposes to take with respect thereto; (4)Promptly upon becoming aware that the holder of any other evidence of indebtedness or security of any Credit Party has given notice or taken any other action with respect to a claimed default or event of default or event which, with the giving of notice or passage of time, or both, would constitute a default, a written notice specifying the notice given or action taken by such holder and the nature of the claimed default or event and what action Borrower is taking or proposes to take with respect thereto; (5) Promptly upon transmission thereof, copies of all financial statements, proxy statements, notices and reports as Borrower shall send to its public shareholders, if any, and copies of all registration statements and all other reports which Borrower may file from time to time with the Securities and Exchange Commission or any comparable state securities regulatory agency; and (6) From time to time upon request of Lender, such other information relating to the operations, business, and financial condition of Borrower and its subsidiaries any Credit Party as of the end of and for the fiscal year then endedLender may reasonably request.
Appears in 1 contract
Samples: Loan Agreement (Cryolife Inc)
Financial Statements and Other Information. (a) The Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation will furnish to the Collateral Agents: within ninety (90) days after the end of each Fiscal Year of the Parent, its Consolidated balance sheet and related statements of operations, stockholders' equity and cash flows as of the business end of Borrower and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all audited and reported on by Deloitte & Touche or another independent public accountants of recognized national standing (without a "going concern" or like qualification or exception and without a qualification or exception as to the scope of such audit) to the effect that such Consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Parent and its subsidiaries (if any) Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied; within forty-five (45) days after the end of each fiscal quarter of the Parent, its Consolidated balance sheet and Borrower shall furnish or cause related statements of operations, stockholders' equity and cash flows, and a summary of all Capital Expenditures as of the end of and for such fiscal quarter and the elapsed portion of the Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year and the figures as set forth in the projections delivered pursuant to be furnished Section 5.01(e) hereof, all certified by one of its Financial Officers as presenting in all material respects the financial condition and results of operations of the Parent and its Subsidiaries on a Consolidated basis in accordance with GAAP consistently applied, subject to Lender: (i) normal year end audit adjustments and the absence of footnotes; within thirty (30) days after the end of each fiscal monthFiscal Month of the Parent, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case its Consolidated balance sheets, sheet and related statements of income operations, stockholders' equity and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity)flows, and the accompanying notes thereto, a summary of all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Capital Expenditures as of the end of and for such fiscal yearFiscal Month and the elapsed portion of the Fiscal Year, together with setting forth in each case in comparative form the opinion figures for the previous Fiscal Year and the figures as set forth in the projections delivered pursuant to Section 5.01(e) hereof, all certified by one of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower its Financial Officers as presenting in all material respects the financial condition and reasonably acceptable to Lender, that such financial statements have been prepared results of operations of the Parent and its Subsidiaries on a Consolidated basis in accordance with GAAPGAAP consistently applied, subject to normal year end audit adjustments and the absence of footnotes; concurrently with any delivery of financial statements under clause (a), (b), or (c) above, a certificate of a Financial Officer of the Borrower in the form of Exhibit D (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and present fairly (ii) setting forth reasonably detailed calculations (A) with respect to the results Average Excess Availability for such period, and (B) demonstrating compliance with Section 6.11 (whether or not the Borrower's obligation to comply with the Capital Expenditures covenant is then in effect; provided that non-compliance with such covenant at any time when it is not in effect will not constitute an Event of operations Default), and financial condition of Borrower and its subsidiaries as (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the end Parent's audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of and for such change on the fiscal year then ended.financial statements accompanying such certificate;
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrowers and Guarantors shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month (except that, in the case of any fiscal month that is the last month of a fiscal quarter, forty-five (45) days after the end of such month), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenant set forth in Section 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Loan and Security Agreement (Perry Ellis International Inc)
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month subject to such revisions as may be reflected on the quarterly unaudited consolidated financial statements filed by Borrower with the Securities and Exchange Commission; and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantors shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantors, and Borrowers and Guarantors shall notify the auditors and accountants of Borrowers and Guarantors that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' ’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of US Borrower and its Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of US Borrower, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.17, 9.18 and 9.19 of this Agreement for such month, (ii) within forty-five (45) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of US Borrower and its Subsidiaries as of the end of and through such fiscal quarter, certified to be correct by the chief financial officer of US Borrower, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit C hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such quarter, whether Borrowers and Guarantors are in compliance with the covenants set forth in Sections 9.17, 9.18 and 9.19 of this Agreement for such quarter and (iii) within one hundred twenty (120) days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2003, audited consolidated financial statements and unaudited consolidating financial statements of US Borrower and its Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders’ equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting in all material respects the financial position and the results of the operations of US Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountantsaccountants (which shall not contain a scope or a going concern qualification) with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly in all material respects the results of operations and financial condition of US Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower Borrowers shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrowers and their and its subsidiaries (if any) in accordance with GAAP and Borrower Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal monthmonth (or forty-five (45) days, if such month is the last month of a fiscal quarter), monthly unaudited consolidated financial statementsstatements of the Parent, and, if Borrower has any subsidiaries, unaudited consolidating financial statements Borrowers and their subsidiaries (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent, Borrowers and its their respective subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating (120 days in the case of the financial statements for the fiscal year ended December 31, 2000) of Parent, Borrower and its their subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent, Borrowers and its their respective 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 firm selected by Borrower Parent and Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent, Borrowers and its their respective subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries Subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiariesSubsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equitycash flow), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and through such fiscal month and (ii) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiariesSubsidiaries, audited unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation Promptly deliver to the Collateral Bank and the business of Borrower and its subsidiaries Maryland Industrial Development Financing Authority (if any"MIDFA") in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty forty-five (3045) days after the end of each of its first three fiscal monthquarters, monthly an unaudited consolidating and consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results statement of the operations of Borrower and its subsidiaries each Subsidiary as of the end of such quarter, which financial statement shall consist of income and through cash flows for the quarter, for the corresponding quarter in the previous fiscal year and for the period from the end of the previous fiscal year, with a consolidating and consolidated balance sheet as of the quarter end all in such fiscal month detail as the Bank and MIDFA may request, quarterly statements to MIDFA only on MIDFA's request, (ii) within ninety (90) days after the end of each fiscal year, audited consolidating and consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower the Borrower's and each Subsidiary's income and cash flows and its subsidiaries (including in each case consolidating and consolidated balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries sheet as of the end of and for such fiscal year, together with setting forth comparative figures for the opinion of preceding fiscal year and to be (check applicable box, if no box is checked the financial statements shall be audited): [x] AUDITED [ ] REVIEWED [ ] COMPILED by an independent certified public accountants, which accountants accountant acceptable to the Bank and MIDFA; all such statements shall be an independent accounting firm selected certified by Borrower the Borrower's chief financial officer to be correct and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, the Borrower's and each Subsidiary's records and to present fairly the results of the Borrower's and each Subsidiary's operations and cash flows and its financial position at year end; and (iii) with each statement of income, a certificate executed by the Borrower's chief executive and chief financial officers or other such person responsible for the financial management of the Borrower (A) setting forth the computations required to establish the Borrower's compliance with each financial covenant, if any, during the statement period, (B) stating that the signers of the certificate have reviewed this Agreement and the operations and condition (financial or other) of the Borrower and each of its subsidiaries Subsidiaries during the relevant period and (C) stating that no Event of Default occurred during the period, or if an Event of Default did occur, describing its nature, the date(s) of its occurrence or period of existence and what action the Borrower has taken with respect thereto. The Borrower shall also promptly provide the Bank and MIDFA with copies of all annual reports, proxy statements and similar information distributed to shareholders, partners or members, and copies of all filings with the Securities and Exchange Commission and the Pension Benefit Guaranty Corporation, and shall provide, in form satisfactory to the Bank and MIDFA, such additional information, reports or other information as the Bank and MIDFA may from time to time reasonably request regarding the financial and business affairs of the end of and for the fiscal year then endedBorrower or any Subsidiary.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case a balance sheetssheet, statements statement of income and or loss and statements statement of shareholdersstockholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and month, (ii) within twenty (20) days after the end of each fiscal quarter, a store-by-store profitability report for each of Borrower's retail stores, (iii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if for the Borrower has any subsidiariesand within one hundred and twenty (120) days after the end of each fiscal year, audited consolidating financial statements of Borrower and its subsidiaries for GCRC, (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholdersstockholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower 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 firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of such Borrower and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers shall promptly furnish to Agent and Borrower Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers, and to notify the auditors and accountants of Borrowers that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal monthmonth (other than at the end of a fiscal quarter), monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and through such fiscal month month, certified to be correct by the chief financial officer of Borrowers subject to normal year-end adjustments, (ii) within forty-five (45) days after the end of each fiscal quarter (other than at the end of the fiscal year), unaudited consolidated financial statements (including in each case balance sheets, statements of income and loss, statements of cash flow, and statements of shareholders' equity) and (iiiii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its subsidiaries their Subsidiaries as of the end of and for the fiscal year then endedended ; and (iv) at such time as available, but in no event later than thirty (30) days prior to the end of each fiscal year (commencing with the fiscal year of Borrowers ending June 30, 2009), projected consolidated financial statements (including in each case, forecasted balance sheets and statements of income and loss, statements of cash flow, and statements of shareholders' equity, and projected Excess Availability) of Borrowers for the next fiscal year, all in reasonable detail, and in a format consistent with the projections delivered by Borrowers to Agent prior to the date hereof, together with such supporting information as Agent may reasonably request. Such projected financial statements shall be prepared on a quarterly basis for the next succeeding year. Such projections shall represent the reasonable best estimate by Borrowers and Guarantors of the future financial performance of Borrowers for the periods set forth therein and shall have been prepared on the basis of the assumptions set forth therein which Borrowers and Guarantors believe are fair and reasonable as of the date of preparation in light of current and reasonably foreseeable business conditions (it being understood that actual results may differ from those set forth in such projected financial statements). If reasonably requested by Agent, each year Borrowers shall provide to Agent a semi-annual update with respect to such projections or at any time a Default or Event of Default exists or has occurred and is continuing, more frequently as Agent may require.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause any Subsidiary to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower such Borrower, Guarantor and its subsidiaries (if any) Subsidiaries in accordance with GAAP GAAP. Borrowers and Borrower Guarantor shall promptly furnish to Agent and Lenders all such financial and other information as Agent shall reasonably request relating to the Collateral and the assets, business and operations of Borrowers and Guarantor, and Borrowers shall notify the auditors and accountants of Borrowers and Guarantor that Agent is authorized to obtain such information directly from them. Without limiting the foregoing, Borrowers and Guarantor shall furnish or cause to be furnished to LenderAgent, the following: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, statements of cash flow, and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Parent, subject to normal year-end adjustments and no footnotes and accompanied by a compliance certificate substantially in the form of Exhibit D hereto, along with a schedule in a form satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers and Guarantor are in compliance with the covenants set forth in Sections 9.17 of this Agreement for such month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower Parent and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow flow, and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountantsaccountants with respect to the audited consolidated financial statements, which accountants shall be an independent accounting firm selected by Borrower Borrowers and reasonably acceptable to LenderAgent, that such audited consolidated financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Parent and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. The Borrowers will furnish to the Agent: (a) Borrower shall keep proper books as soon as available and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements of shareholders' equity), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) event within ninety (90) days after the end of each fiscal year of the Parent Borrower, the audited consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries (together with an unaudited reconciliation, reflecting total assets, Inventory, capital expenditures and cash for the Parent Borrower and its Subsidiaries, on the one hand, and the Specified Subsidiaries, on the other hand) as of the end of and for such year, audited setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by KPMG LLP or another independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial condition and results of operations and cash flows of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP; (b) as soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Borrower, the consolidated balance sheet and related statements of earnings, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries (together with an unaudited reconciliation, reflecting total assets, Inventory, capital expenditures and cash for the Parent Borrower and its Subsidiaries, on the one hand, and the Specified Subsidiaries, on the other hand) as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for (or, in the case of the balance sheet, as of the end of) the corresponding period or periods of the previous fiscal year, all certified by a Financial Officer of the Parent Borrower as presenting fairly, in all material respects, the financial condition and results of operations and cash flows of the Parent Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) of this Section, a certificate executed by a Financial Officer of the Parent Borrower (i) certifying as to whether, to the best knowledge of such Financial Officer (following due inquiry), a Default has occurred and, if Borrower a Default has occurred, specifying the details thereof and any subsidiariesaction taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 7.08 (if a Trigger Period is in effect) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the Parent 100 Borrower’s audited consolidating financial statements referred to in Section 4.04 and, if any such change has occurred, specifying the effect of Borrower and its subsidiaries such change on the financial statements accompanying such certificate; (d) within forty-five (45) days after the commencement of each fiscal year of the Parent Borrower, a detailed consolidated budget by quarter for such fiscal year (including in each case a projected consolidated balance sheets, sheet and related statements of income projected operations and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year) and, together promptly when available, any significant revisions of such budget; (e) within five (5) days after the end of each month, a certificate in the form of Exhibit D or any other form reasonably acceptable to the Agent (a “Borrowing Base Certificate”) showing the Borrowing Base as of the close of business on the last day of the immediately preceding month and supporting information reasonably requested by the Agent in connection therewith, each such Borrowing Base Certificate to be certified as complete and correct on behalf of the Borrowers by a Financial Officer of the Parent Borrower; provided, that, at any time an Activation Period exists, a Borrowing Base Certificate (showing the Borrowing Base as of the close of business on the last day of the immediately preceding week) shall be furnished weekly on Wednesday of each week; (f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Borrower with the opinion Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of the Securities and Exchange Commission, or with any national securities exchange, as the case may be; (g) promptly upon receipt thereof, copies of all reports submitted to the Parent Borrower by independent certified public accountants in connection with each annual, interim or special audit of the books of the Parent Borrower and its Subsidiaries made by such accountants, which including any management letter commenting on the Borrowers’ internal controls submitted by such accountants to management in connection with their annual audit; (h) promptly (but in any event within two (2) Business Days) after delivering any Borrowing Base Certificate pursuant to Section 6.01(e), the Parent Borrower shall be an independent accounting firm selected by Borrower notify the Administrative Agent of the Consolidated Cash Balance as the close of business on the date such Borrowing Base Certificate was delivered and reasonably acceptable whether the Borrowers are required to Lendermake a payment pursuant to Section 2.21(c); and (i) promptly following any request therefor, that (i) such financial statements have been prepared other information regarding the operations, changes in accordance with GAAPownership of Equity Interests, and present fairly the results of operations business affairs and financial condition of any Borrower or any Subsidiary, or compliance with the terms of this Agreement or any other Loan Document, as the Agent or any Lender may reasonably request, and its subsidiaries as (ii) information and documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the end of USA PATRIOT Act and for the fiscal year then ended.Beneficial Ownership Regulation. 101
Appears in 1 contract
Samples: Credit Agreement (Dillard's, Inc.)
Financial Statements and Other Information. (ai) Borrower The Company shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower the Company and its subsidiaries (if any) Subsidiaries in accordance with GAAP and Borrower the Company shall furnish or cause to be furnished to LenderBurdale: (i1) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited and consolidating financial statements of the Company and its Subsidiaries (including in each case balance sheets, statements of income profit and loss loss, statements of cash flow and statements of shareholders' equity’ funds), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower the Company and its subsidiaries Subsidiaries as of the end of and through such month, (2) within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated and consolidating financial statements of the Company and its Subsidiaries (including in each case balance sheets, statements of profit and loss, statements of cash flow and statements of shareholders’ funds, stock figures and valuations for that quarter, a breakdown of the value and identity of preferential creditors for that quarter and details of all input and output VAT at the end of each VAT quarter), all in reasonable detail, fairly presenting the financial position and the results of the operations of the Company and its Subsidiaries as of the end of and through such fiscal month quarter, and (ii3) within ninety one hundred twenty (90120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and consolidating financial statements of Borrower the Company and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income profit and loss, statements of cash flow and statements of shareholders' equity’ funds), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower the Company and its subsidiaries Subsidiaries as of the end of and for such fiscal year, together with the opinion of independent certified public accountantsthe Company’s auditors, which accountants shall be an a nationally recognised independent accounting firm or, if not, another independent accounting firm selected by Borrower the Company and reasonably acceptable to LenderBurdale, that such financial statements have been prepared in accordance with GAAP, and present fairly a true and fair view of the results of operations and financial condition of Borrower the Company and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Samples: Agreement (Geologistics Corp)
Financial Statements and Other Information. (a) Each Borrower and Guarantor shall, and shall cause its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower Borrowers, Guarantors and its subsidiaries their Subsidiaries (if any) in accordance with GAAP and Borrower Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case case, balance sheets, statements of income and loss loss, and statements of shareholders' equitycash flow) and monthly unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss, and statements of cash flow), in each case, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Huffy and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Huffy, subject to normal year-end adjustments, and accompanied by a compliance certificate substantially in the form of Exhibit B hereto, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenants set forth in Sections 9.22 of this Agreement for such month (provided, that, such monthly unaudited consolidating financial statements may not be prepared in accordance with GAAP, but shall in each case be prepared consistent with the current practices of Huffy and its Subsidiaries as of the date hereof), (ii) within ninety forty-five (9045) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow) and unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case all in reasonable detail, fairly presenting the financial position and the results of operations of Huffy and its Subsidiaries as of the end of and through such fiscal quarter (provided, that, such quarterly unaudited consolidating financial statements may not be prepared in accordance with GAAP, but shall in each case be prepared consistent with the current practices of Huffy and its Subsidiaries as of the date hereof), and (iii) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Huffy and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' ’ equity), and the accompanying notes thereto, and unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Huffy and its subsidiaries Subsidiaries as of the end of and for such fiscal yearyear (provided, that, such annual unaudited consolidating financial statements may not be prepared in accordance with GAAP, but shall in each case be prepared consistent with the current practices of Huffy and its Subsidiaries as of the date hereof), together with with, as to the consolidated financial statements, the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Huffy and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Huffy and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended. Agent acknowledges that as of the date hereof KPMG Peat Marwick is an independent accounting firm acceptable to Agent for this purpose.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower and its subsidiaries (if any) in accordance with GAAP and Borrower shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss loss, and statements of shareholders' equitycash flow), all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower and its subsidiaries as of the end of and for such fiscal year, together with the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower and its subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Borrower Borrowers shall keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business of Borrower Borrowers and its their subsidiaries (if any) in accordance with GAAP and Borrower Borrowers shall furnish or cause to be furnished to Lender: (i) within thirty twenty (3020) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, statements and unaudited consolidating financial statements (including in each case balance sheets, statements of income and loss and statements for each of shareholdersBorrowers' equity)locations at which any of them sells Inventory) for each Borrower, all in reasonable detail, fairly presenting the financial position and the results of the operations of each Borrower and its subsidiaries as of the end of and through such fiscal month and (ii) within ninety (90) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited and unaudited consolidating financial statements of Borrower and its subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes theretohereto, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Borrowers and its subsidiaries their 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 firm selected by Borrower Borrowers and reasonably acceptable to Lender, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Borrowers and its their subsidiaries as of the end of and for the fiscal year then ended.
Appears in 1 contract
Financial Statements and Other Information. (a) Each Borrower shall, and shall cause each Guarantor and its Subsidiaries to, keep proper books and records in which true and complete entries shall be made of all dealings or transactions of or in relation to the Collateral and the business businesses of Borrower Borrowers, Guarantors and its subsidiaries their Subsidiaries (if any) in accordance with GAAP and Borrower Borrowers and Guarantors shall furnish or cause to be furnished to LenderAgent: (i) within thirty (30) days after the end of each fiscal month, monthly unaudited consolidated financial statements, and, if Borrower has any subsidiaries, unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case balance sheets, statements of income and loss loss, and statements of shareholders' equitycash flow) and monthly unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss, and statements of cash flow), in each case, all in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Huffy and its subsidiaries Subsidiaries as of the end of and through such fiscal month, certified to be correct by the chief financial officer of Huffy, subject to normal year-end adjustments, along with a schedule in form reasonably satisfactory to Agent of the calculations used in determining, as of the end of such month, whether Borrowers were in compliance with the covenants set forth in Section 6.09 of this Agreement for such month (provided, that, such monthly unaudited consolidating financial statements may not be prepared in accordance with GAAP, but shall in each case be prepared consistent with the current practices of Huffy and its Subsidiaries as of the date hereof), (ii) within ninety forty-five (9045) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow) and unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case in reasonable detail, fairly presenting the financial position and the results of operations of Huffy and its Subsidiaries as of the end of and through such fiscal quarter (provided, that, such quarterly unaudited consolidating financial statements may not be prepared in accordance with GAAP, but shall in each case be prepared consistent with the current practices of Huffy and its Subsidiaries as of the date hereof), and (iii) within one hundred twenty (120) days after the end of each fiscal year, audited consolidated financial statements and, if Borrower has any subsidiaries, audited consolidating financial statements of Borrower Huffy and its subsidiaries Subsidiaries (including in each case balance sheets, statements of income and loss, statements of cash flow and statements of shareholders' equity), and the accompanying notes thereto, all and unaudited consolidating financial statements of Huffy and its Subsidiaries (including in each case, balance sheets, statements of income and loss and statements of cash flow), in each case in reasonable detail, fairly presenting the financial position and the results of the operations of Borrower Huffy and its subsidiaries Subsidiaries as of the end of and for such fiscal yearyear (provided, that, such annual unaudited consolidating financial statements may not be prepared in accordance with GAAP, but shall in each case be prepared consistent with the current practices of Huffy and its Subsidiaries as of the date hereof), together with with, as to the consolidated financial statements, the unqualified opinion of independent certified public accountants, which accountants shall be an independent accounting firm selected by Borrower Huffy and reasonably acceptable to LenderAgent, that such financial statements have been prepared in accordance with GAAP, and present fairly the results of operations and financial condition of Borrower Huffy and its subsidiaries Subsidiaries as of the end of and for the fiscal year then ended. Agent acknowledges that as of the date hereof KPMG Peat Marwick is an independent accounting firm acceptable to Agent for this purpose.
Appears in 1 contract
Samples: Credit Agreement (Huffy Corp)
