Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank: (a) as soon as available to the Company, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such year, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for such year, audited and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management report; (b) as soon as available to the Company, but in any event within 30 days after the end of each month, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ---------- (c) as soon as available to the Company, but in any event within 30 days after the end of each of its fiscal quarters, a report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer; (d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants; (e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries; (f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; (h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto; (i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and (j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 3 contracts
Samples: Credit Agreement (Excel Inc), Credit Agreement (Excel Switching Corp), Credit Agreement (Excel Switching Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankLender:
(a) as soon as available to the Companyavailable, but in any event within 90 120 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated Consolidated and consolidating (unaudited) Consolidating balance sheet as of the end of each such yearof, and a related consolidated Consolidated and consolidating (unaudited) Consolidating statement of income, changes in stockholders' ’ equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified by Xxxxxx Xxxxxxxx & Co. (or other an independent certified public accountants acceptable accounting firm reasonably satisfactory to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsLender; and, concurrently with such financial statements, a copy of said certified public accountants' ’ management reportletter (if any) and a written statement by such accountants that, in the making of the audit necessary for their letter and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default under Sections 6.7, 6.8 or 6.9 or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Companyavailable, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrower Affiliated Group, (i) a consolidated Consolidated and consolidating Consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated Consolidated and consolidating Consolidating statement of income income, changes in stockholders’ equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer of the Company Borrower, but subject, however, to normal, recurring yearend year-end audit adjustments that shall not in the aggregate be material in amount materially adverse;
(c) on or before the first day of each fiscal year of the Borrower Affiliated Group, (i) an annual operating budget presented on a quarterly basis for the next succeeding fiscal year, and (ii) a borrowing base report substantially Consolidated and Consolidating pro forma projections of the Borrower Affiliated Group for the next five succeeding fiscal years in form reasonably acceptable to the form of Exhibit E; ----------Lender (it being recognized by the Lender that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(cd) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.l, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower by its the chief financial --------- officerofficer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 6.7 through 6.9, inclusive;
(de) as soon as practical and, in any event, within 15 days after the Closing Date, the Opening Balance Sheet, which shall be reviewed by the chief financial officer of the Borrower, which Opening Balance Sheet shall not differ in any material respect from the Pro Forma Financial Statement;
(f) promptly after the receipt thereof by the CompanyBorrower or any Guarantor, copies of any reports submitted to the Company any such Person by independent public accountants in connection with any interim review of the accounts of the Company made by Borrower or such accountantsPerson;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(fg) if and when the Company Borrower or any other member of the Borrower Affiliated Group gives or is required to give notice to the PBGC of any "“Reportable Event" ” (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gh) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a Material Adverse Effect, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto; and immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation, termination or material change in any insurance maintained by the Borrower or any Guarantor;
(hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a any Person, including, without limitation, any governmental agency or authority commenced or threatened against the Company Borrower or any other member of its Subsidiaries regarding the Borrower Affiliated Group of which it has notice, or of a material change in any environmental hazard such existing litigation or condition or any spillproceedings, release, discharge or disposal the outcome of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable which could reasonably be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termhave a Material Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto;
(ij) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened in writing against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects other member of the Company Borrower Affiliated Group regarding any potential violation of Environmental Laws or the Company and its Subsidiaries on a consolidated basisany spill, release, discharge or disposal of any Hazardous Material, written notice thereof thereof, copies of all material correspondence, reports and other materials furnished to or prepared by any member of the Borrower Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto; and
(jk) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Borrower and each other member of the Borrower Affiliated Group as the Bank Lender may reasonably request.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Open Link Financial, Inc.), Revolving Credit and Term Loan Agreement (Open Link Financial, Inc.)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) as soon as available to the CompanyCompany and its Subsidiaries, but in any event within 90 days after the end of each of its fiscal yearsyear, a the consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of each such yearof, and a the related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx Coopers & Co. Lybrxxx (or xx other independent nationally recognized certified public accountants reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer an Authorized Officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthfiscal quarter, (i) a the consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries as of the end of each such fiscal quarterof, and a the related consolidated and consolidating statement statements of income for for, the period then ended, certified by the principal financial officer of the Company an Authorized Officer but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to the Company, but in any event within 30 days after concurrently with the end delivery of each financial statement pursuant to subsection 5.1.(a), a copy of each management letter submitted to the Company or any of its fiscal quartersSubsidiaries by independent certified public accountants in connection with each annual audit of the books of the Company and its Subsidiaries by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Company or any such Subsidiary;
(d) concurrently with the delivery of each financial statement pursuant to subsections 5.1.(a) and 5.1.(b) and at any time reasonably requested by the Bank, a report completed compliance certificate substantially in substantially the form of Exhibit F EXHIBIT B hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountantsan Authorized Officer;
(e) promptly alter as soon as available to the same are availableCompany and its Subsidiaries, copies but in any event within 90 days after the end of all proxy each fiscal year, projections for the Company and its consolidated Subsidiaries on a consolidating and consolidated basis for the current fiscal year, including projected balance sheets, income statements, financial cash flow statements and reports such other statements as the Company Bank may file with reasonably request and in form and substance satisfactory to the Securities Bank, all prepared in good faith and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiariesbased on assumptions which were reasonable when made;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) promptly after the same become available, copies of all proxy statements and annual, quarterly and interim reports (excluding reports in respect of the beneficial ownership of officers, directors and certain other shareholders on Forms 3, 4 and 5 promulgated under the Securities Exchange Act of 1934, as amended) as the Company shall send to shareholders or as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company; and
(k) from time to time, such other financial data and information about the Company or its Subsidiaries Subsidiaries, including, without limitation, a current aging of Accounts, as the Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Biosepra Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrowers shall furnish to the BankAgent and, as to clauses (a), (b) and (c) below, the Banks:
(a) as soon as available to the CompanyUSL, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrowers, a consolidated Consolidated and consolidating Consolidating balance sheet as of the end of each such yearof, and a related consolidated Consolidated and consolidating Consolidating statement of income, changes in stockholders' equity (Consolidated only) and cash flow for for, such year, prepared in accordance with GAAP and audited and certified in the case of the Consolidated statements by Xxxxxx Xxxxxxxx & Co. (Arthur Andersen LLP or other independent certified public accountants accounxxxxx rxxxxxxxxy acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsAgent; and, concurrently with such financial statements, a copy of said such certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrowers, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrowers, (i) a consolidated Consolidated and consolidating Consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated Consolidated and consolidating Consolidating statement of income and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, each of which shall contain a comparison of that quarter's balance sheet, income statement or cash flow, as the case may be, to that of the same quarter in the prior year and to the Borrowers' financial projections, all as prepared in accordance with GAAP and certified on behalf of the Borrowers by the principal chief financial officer of the Company USL, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to the Companypractical and, but in any event event, within 30 days after the end of each fiscal month (other than the last month of its each fiscal quartersquarter), a Consolidated and Consolidating balance sheet as of the end of such month, statement of income and statement of cash flow, each of which shall contain a comparison of that month's balance sheet, income statement, or cash flow, as the case may be, to that of the same month in the prior year and to the Borrowers' financial projections, all as prepared in accordance with GAAP and certified on behalf of the Borrowers by the chief financial officer of USL, but subject, however, to normal, recurring year-end adjustments that shall not in the aggregate be material in amount;
(d) as soon as practical and, in any event, within (i) 14 days after the end of each fiscal month (the "Subject Month"), a written report in the form of Exhibit G hereto (such report being hereinafter referred to as a "Borrowing Base Report"), setting forth, inter alia, the Accounts Receivable balance, aging summary, setoffs, contra accounts, Ineligible Accounts, Inventory availability by category and other information regarding the Canadian Borrowing Base and the U.S. Borrowing Base as of the last day of such Subject Month, certified on behalf of the Borrowers by the chief financial officer of USL, provided that at any time Excess Availability is less than Minimum Availability, the Borrowers shall deliver to the Agent, on the Wednesday of the week immediately following the day on which Excess Availability became less than Minimum Availability, and on the Wednesday of each week thereafter until Excess Availability exceeds Minimum Availability, a written report in substantially the same form as the Borrowing Base Report setting forth the Canadian Borrowing Base and the U.S. Borrowing Base as to Canadian Base Accounts and U.S. Base Accounts as at the last Business Day of the immediately prior week (the "Weekly Base Report"), which Weekly Base Report may incorporate Ineligible Accounts from the last Business Day of the week two weeks immediately prior to the week in which the Weekly Base Report is delivered. In addition to the foregoing, in the event that the U.S. Borrower repurchases Senior Notes in accordance with the terms of Section 5.8 hereof, on the day of such repurchase the Borrowers shall deliver to the Agent an update of the then most recently delivered Borrowing Base Report revised to set forth the Accounts Receivable balance, aging summary, setoffs, contra accounts and Ineligible Accounts through such date (the "Bond Repurchase Base Report") and a certification disclosing whether there have been any material adverse changes in Inventory since the original delivery of such Borrowing Base Report. The Weekly Base Report and the Bond Repurchase Base Report shall be in addition to the monthly Borrowing Base Report required under this Section 5.1(d). In addition to the foregoing, the Borrowers shall also, if the Agent so requests, accompany each of the Borrowing Base Reports, the Weekly Base Reports and the Bond Repurchase Base Report with pledges or designations of Inventory in form and substance satisfactory to the Agent;
(e) on or before January 31 of each fiscal year of the Borrowers, pro forma projections of the Borrowers, on a Consolidated and Consolidating basis, for such fiscal year on a month-to-month basis (it being recognized by the Banks that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(f) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.l, a report in substantially the form of Exhibit F H hereto signed on behalf of the Company Borrowers by its the chief financial --------- officerofficer of each of the Borrowers, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 6.7, 6.8 and 6.9;
(dg) promptly after the receipt thereof by any of the CompanyBorrowers, copies of any reports submitted to any of the Company Borrowers by independent public accountants in connection with any interim review of the accounts of any of the Company Borrowers made by such accountants;
(eh) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as any of the Company Borrowers shall send to its stockholders, holders of the Senior Notes, or the Indenture Trustee, or that any of the Borrowers may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its SubsidiariesOntario Securities Commission, as the case may be;
(fi) if and when any of the Company Borrowers gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gj) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto, or (ii) affecting any of the Borrowers which would reasonably be expected to have a material adverse effect on the assets, properties, business, income, operations, condition (financial or otherwise) or prospects of USL, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto;
(hk) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority Governmental Body commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard the Borrowers, or condition or any spill, release, discharge or disposal of any substance defined material labor problem, dispute, slowdown, stoppage, or designated by any environmental statute, rule or regulation of any governmental entity now in unfair labor practice complaint commenced or threatened against any Borrower, the outcome of which, if adversely determined, would or reasonably might have a materially adverse effect and applicable to such propertyon the assets, as hazardous properties, business, income, operations, condition (financial or toxic material, hazardous otherwise) or toxic substance or prospects of any similar termof the Borrowers, written notice thereof and the action being or proposed to be taken with respect thereto;
(il) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority Governmental Body commenced or threatened against any of the Company Borrowers regarding any potential violation of Environmental Laws or any spill, Release, discharge or disposal of its Subsidiaries of which it has noticeany Hazardous Material, the outcome of which which, if adversely determined, would or reasonably might have a materially adverse effect on the assets, business properties, business, income, operations, condition (financial or otherwise) or prospects of any of the Company or the Company and its Subsidiaries on a consolidated basisBorrowers, written notice thereof and the action being or proposed to be taken with respect thereto; and
(jm) from time to time, with reasonable promptness, such other financial data and other information about any of the Company or its Subsidiaries Borrowers as the Agent or any Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit Agreement (United States Leather Inc /Wi/)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrowers shall furnish to the Bank:Agent (and the Agent shall in turn furnish to the Banks):
(a) as soon as available to the CompanyBorrower Affiliated Group, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated Combined and consolidating Combining balance sheet as of the end of each such yearof, and a related consolidated Combined and consolidating Combining statement of income, changes in stockholders' (or members') equity and cash flow for for, such yearyear (with Unicco and USC statements being presented on a Consolidated and Consolidating basis), prepared in accordance with GAAP (or Canadian GAAP, as the case may be, and then converted to United States GAAP) and audited and certified by Xxxxxx Xxxxxxxx & Co. (Price Waterhouse LLP or other independent certified public accountants reasonably acceptable to the Bank) in Agent and the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsBanks; and, concurrently with such financial statements, a copy of said certified public accountants' management reportletter, if any, and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default under Section 6 of this Agreement or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower Affiliated Group, but in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Borrower Affiliated Group, a Combined and Combining unaudited balance sheet as of the end of, and a related unaudited statement of income, changes in shareholders' equity and cash flow for, the portion of the fiscal year then ended and for the fiscal quarter then ended, prepared in accordance with GAAP (or Canadian GAAP, as the case may be, and then converted to United States GAAP) but without footnotes and certified by the chief financial officer of each member of the Borrower Affiliated Group, but subject, however, to normal, recurring year-end adjustments that shall not individually or in the aggregate be material in amount;
(c) as soon as available to the Borrower Affiliated Group but, in any event within 30 days after the end of each monthfiscal month of each fiscal year of the Borrower Affiliated Group, (i) a consolidated Combined and consolidating Combining balance sheet as of the end of each such fiscal quarterof, and a related consolidated Combined and consolidating Combining statement of income income, changes in stockholders' (or members') equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal month then ended, certified by prepared in accordance with GAAP (or Canadian GAAP, as the principal financial officer of the Company but subjectcase may be, howeverand then converted to United States GAAP), subject to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(cd) [Intentionally Omitted];
(e) as soon as available to the Companypractical, but in any event event, within 30 10 days after the end of each fiscal month of its each fiscal quartersyear of the Borrower Affiliated Group, a written report in the form of EXHIBIT E hereto (such report being hereinafter referred to as a "Borrowing Base Report"), setting forth the Borrowing Base as of the last day of such fiscal month, certified on behalf of the Borrower Affiliated Group by the chief financial officer of each member of the Borrower Affiliated Group; and the Borrower Affiliated Group shall also, if the Agent so requests, accompany each of such reports with assignments of Accounts in form and substance satisfactory to the Agent;
(f) on or before the first day of each fiscal year of the Borrower Affiliated Group, PRO FORMA forecasts of the Borrower Affiliated Group for such fiscal year (it being recognized by the Banks that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(g) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.l, a report in substantially the form of Exhibit EXHIBIT F hereto signed on behalf of each member of the Company Borrower Affiliated Group by its chief financial --------- officer, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Section 6.7, Section 6.8, Section 6.9 and Section 6.10 and Section 6.17;
(dh) promptly after the receipt thereof by any member of the CompanyBorrower Affiliated Group, copies of any reports submitted to such member of the Company Borrower Affiliated Group by independent public accountants in connection with any annual or interim review of the accounts of such member of the Company Borrower Affiliated Group made by such accountants (including ,without limitation, all management letters at any time prepared by such accountants);
(ei) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as any member of the Company Borrower Affiliated Group shall send to its stockholders, trustees or members or the holders of any of the Subordinated Debt or that any member of the Borrower Affiliated Group may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over such member of the Company or its SubsidiariesBorrower Affiliated Group (including, without limitation, each of the Forms 10-Q and 10-K filed by any member of the Borrower Affiliated Group with the Securities and Exchange Commission and the reports required to be delivered under Section 4.03 of the High Yield Indenture as in effect on the date hereof);
(fi) promptly after the giving of any notice to, or the receipt of any notice from, any holder of the High Yield Subordinated Debt, including, without limitation, any notice of default under, and any request for redemption of, any of the High Yield Subordinated Debt, a copy of each such notice, but excluding notices by Unicco or U-Finance of the making of regularly scheduled payments on the High Yield Subordinated Debt, and (ii) copies of all amendments, waivers and modifications of, to or under the Subordinated Debt Documents;
(k) if and when any member of the Company Borrower Affiliated Group gives or is required to give notice to the PBGC (or any jurisdictional equivalent) of any "Reportable Event" (as defined in Section 4043 of ERISAERISA (and any jurisdictional equivalent)) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISAERISA (or any jurisdictional equivalent), or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGCPBGC (or any jurisdictional equivalent) or, if such notice is not given to the PBGC (or any jurisdictional equivalent), a description of the content of the notice that is or would be required to be given;
(gl) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a DefaultDefault or Event of Default (including, without limitation, a default under any Ancillary Document), written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
, or (hii) promptly upon becoming aware affecting any member of the Borrower Affiliated Group which could reasonably be expected to have a material adverse effect on the assets, business or prospects of any investigative proceedings by a governmental agency or authority commenced or threatened against 57 member of the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termBorrower Affiliated Group, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto;
(im) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against any member of the Company or any of its Subsidiaries Borrower Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of any member of the Company Borrower Affiliated Group, written notice thereof and the action being or proposed to be taken with respect thereto;
(n) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against any member of the Company and its Subsidiaries on a consolidated basisBorrower Affiliated Group regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto; and
(jo) from time to time, with reasonable promptness, such other financial data and other information about any member of the Company or its Subsidiaries Borrower Affiliated Group as the Agent or any Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankLender in the same form and with the same detail as included in its financial reports filed with the SEC:
(ai) as soon as available to the CompanyBorrower, but in any event within 90 100 days after each fiscal year-end, the audited consolidated balance sheet of the Borrower and its Subsidiaries as of the end of, and related consolidated statements of income, retained earnings and cash flow for, such year prepared in accordance with GAAP and certified by Xxxxxx Xxxxxxxx LLP (or such other "Big Four" independent public accounting firm satisfactory to the Lender) that such statements present fairly the consolidated financial position of the Borrower and its Subsidiaries prepared in accordance with GAAP applied in a manner consistent with the Borrower's past practices;
(ii) as soon as available to the Borrower, but in any event within 50 days after the end of each of its the first 3 fiscal yearsquarters of each fiscal year of the Borrower, a the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the end of each such yearof, and a related consolidated and consolidating statement statements of income, changes in stockholders' equity retained earnings and cash flow for, the portion of the year then ended and for such the quarter then ended, prepared in accordance with GAAP applied in a manner consistent with the audited financial statements required by subsection (i) above (subject to normal year-end audit adjustments, audited none of which shall be materially adverse) and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable pursuant to the Bankreport to be delivered to the Lender under subsection (v) in of this Section 5.1;
(iii) [intentionally omitted];
(iv) promptly upon the case request of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statementsLender, a copy of said certified any final report (including, in any event, any so-called management letters) submitted to the Borrower by Xxxxxx Xxxxxxxx LLP (or such other "Big Four" independent public accountants' accounting firm acceptable to the Lender) in connection with each annual audit of the books of the Borrower and its Subsidiaries by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower; and within 30 days following each fiscal year-end of the Borrower, without the need for any request by the Lender, annual PRO FORMA projections and budgets for the Borrower's next fiscal year, prepared by the management reportof the Borrower and in the form published in Borrower's Form 10-K;
(bv) as soon as available concurrently with each delivery of financial statements pursuant to the Company, but in any event within 30 days after the end of each month, subsections (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in of this Section 5.1 (commencing with the form of Exhibit E; ----------
(c) as soon as available to the Companyfiscal quarter ending March 31, but in any event within 30 days after the end of each of its fiscal quarters1999), a chief financial officer's report in substantially the form of Exhibit F hereto signed on behalf of EXHIBIT C hereto, and including, without limitation, computations in reasonable detail evidencing compliance with the Company by its chief financial --------- officercovenants contained in Sections 5.21 through 5.25, inclusive;
(dvi) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are availableimmediately upon their completion, copies of all proxy statements, financial statements and reports as that the Company may file with the Securities and Exchange Commission Borrower or any governmental authority at Subsidiary sends to its shareholders, and copies of all financial statements and regular, periodical or special reports (including Forms 10-K, 10-Q and 8-K) that the Borrower or any time having jurisdiction over subsidiary may make or be required to make to, or file with, the Company or its SubsidiariesSEC;
(fvii) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware promptly after obtaining knowledge of the existence thereof, notice of (a) the occurrence of any event which constitutes a Default or Event of Default, (b) the occurrence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
to the Borrower or any Affiliate which could be expected to constitute a material adverse change in or to have a material adverse effect on the business, properties, prospects or condition (hfinancial or otherwise) promptly upon becoming aware of the Borrower, (c) any litigation or any investigative proceedings by of a governmental agency or authority commenced or threatened against the Company Borrower, any Subsidiary, any Affiliate or any Plan, or any development in any such litigation or proceeding, which could be expected to have a material adverse effect on the business, properties, prospects or condition (financial or otherwise) of the Borrower, or the issuance of any judgment, award, decree, order or other determination in or relating to any such litigation or proceedings, (d) the occurrence of a reportable event (as defined in ERISA) or any communications to, or receipt of communications from, the PBGC, the United States Department of Labor or the IRS by the Borrower, any Subsidiary or any Affiliate relating to any Plan, along with copies of all such communications, (e) the adoption by the Borrower of any stock option or executive compensation plan, whether or not subject to ERISA, and any Plan subject to ERISA, or the substantial modification of any such plan, along with the vesting and funding schedules and other principal provisions thereof, (f) a material increase in the Unfunded Pension Liability of any Plan, (g) any material change in accounting policies or financial reporting practices by the Borrower or any of its Subsidiaries, except for changes disclosed in the financial reports of the Borrower filed with the SEC and changes in GAAP; (h) after the occurrence of a Default or an Event of Default, upon the request of the Lender, the Swap Termination Values, together with a description of the method by which such values were determined, relating to any then-outstanding Swap Contracts to which the Borrower or any of its Subsidiaries regarding any environmental hazard or condition or any spillis a party, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation communications given or of received by the Borrower in any other investigative proceedings by a governmental agency way relating to compliance with, any violation or authority commenced or threatened against the Company potential violation of, or any potential liability under, any environmental law or regulation (including those relating to pollution control, hazardous materials and hazardous wastes), along with copies of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect theretoall such communications; and
(jviii) from time to time, such other financial data and other information about the Company or Borrower and/or any of its Subsidiaries as the Bank Lender may reasonably request.
Appears in 1 contract
Samples: Loan Agreement (C P Clare Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Credit Parties shall furnish to the Bank:
(a) as soon as available to the Companyeach Credit Party and its Subsidiaries, but in any event within 90 days after the end of each of its fiscal yearsyear, a the consolidated and consolidating balance sheet of each Credit Party and its Subsidiaries as of the end of each such yearof, and a the related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. PriceWaterhouseCoopers (or other independent nationally recognized certified public accountants reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer an Authorized Officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthfiscal quarter, (i) a the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of each such fiscal quarterof, and a the related consolidated and consolidating statement statements of income for for, the period then ended, certified by the principal financial officer of the Company an Authorized Officer but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to the CompanyBorrower, but in any event concurrently with the delivery of each financial statement of the Borrower pursuant to subsection 5.1.
(a) a copy of each so-called management letter submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in connection with each annual audit of the books of the Borrower and its Subsidiaries by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower or any such Subsidiary;
(d) concurrently with the delivery of each financial statement of the Borrower pursuant to subsections 5.1.
(a) and 5.1.(b) and at any time reasonably requested by the Bank, a completed compliance certificate substantially in the form of Exhibit C hereto signed on behalf of the Borrower by an Authorized Officer;
(e) as soon as available to the Borrower and its Subsidiaries, but in any event within 30 90 days after the end of each of fiscal year, projections for the Borrower and its consolidated Subsidiaries on a consolidating and consolidated basis for the current fiscal quartersyear, a report including projected balance sheets, income statements, cash flow statements and such other statements as the Bank may reasonably request and in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted and substance satisfactory to the Company by independent public accountants Bank, all prepared in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements good faith and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiariesbased on assumptions which were reasonable when made;
(f) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) promptly after the same become available, (i) copies of all proxy statements and annual, quarterly and interim reports (excluding reports in respect of the beneficial ownership of officers, directors and certain other shareholders on Forms 3, 4 and 5 promulgated under the Securities Exchange Act of 1934, as amended) as the Borrower shall send to shareholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower and (ii) with respect to Biosphere, copies of all annual reports as Biosphere shall send to shareholders; and
(k) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries including, without limitation, a current aging of Accounts, as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Administrative Agent and each Bank:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in stockholders' equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified without qualification by Xxxxxx Xxxxxxxx & Co. (BDO Seidman, or other independent certified public accountants a "Big Five" accounting firm, or another accounting firm xxxxxxxbly acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsAdministrative Agent; and, concurrently with such financial statements, a copy of said certified public accountants' management reportletter and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Companyavailable, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrower Affiliated Group, (i) a consolidated and consolidating Consolidated balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer of the Company Borrower, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------materially adverse;
(c) as soon as available to the Company, but in any event within no more than 30 days after the end first day of each fiscal year of its the Borrower Affiliated Group (starting with the fiscal quartersyear beginning February 1, 2003), Consolidated projections of the Borrower Affiliated Group for such succeeding fiscal year in form acceptable to the Administrative Agent and the Banks (it being recognized by the Administrative Agent and the Banks that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(d) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.l, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower Affiliated Group by its the chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review officer of the accounts of Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the Company made covenants contained in Sections 6.5 through 6.8 hereof, inclusive, and a representation by such accountantsofficer that no Default or Event of Default has occurred or is continuing;
(e) within five Business Days after the end of each fiscal month, a Borrowing Base Report in substantially the form of Exhibit G hereto signed on behalf of the Borrower Affiliated Group by the chief financial officer of the Borrower;
(f) promptly alter upon the same are availablefiling thereof, copies of all proxy registration statements, financial proxy statements and annual, quarterly, monthly or other reports as which the Company may file Borrower or any other member of the Borrower Affiliated Group files with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over (including without limitation, copies of all reports on Form 8-K that the Company or its SubsidiariesBorrower files with the Securities and Exchange Commission);
(fg) if and when the Company Borrower or any other member of the Borrower Affiliated Group gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) Event with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gh) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a Material Adverse Effect, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto; and immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation, termination or material change in any insurance maintained by any member of the Borrower Affiliated Group;
(hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a any Person, including, without limitation, any governmental agency or authority commenced or threatened against the Company Borrower or any other member of its Subsidiaries regarding the Borrower Affiliated Group of which it has notice, or of a material change in any environmental hazard such existing litigation or condition proceedings, the outcome of which would or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termmight have a Material Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Credit Parties shall furnish to the Bank:
(a) as soon as available to the Companyeach Credit Party and its Subsidiaries, but in any event within 90 days after the end of each of its fiscal yearsyear, a the consolidated and consolidating balance sheet of each Credit Party and its Subsidiaries as of the end of each such yearof, and a the related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. PriceWaterhouseCoopers (or other independent nationally recognized certified public accountants reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer an Authorized Officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthfiscal quarter, (i) a the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of each such fiscal quarterof, and a the related consolidated and consolidating statement statements of income for for, the period then ended, certified by the principal financial officer of the Company an Authorized Officer but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to the CompanyBorrower, but in any event concurrently with the delivery of each financial statement of the Borrower pursuant to subsection 5.1.(a), a copy of each so-called management letter submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in connection with each annual audit of the books of the Borrower and its Subsidiaries by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower or any such Subsidiary;
(d) concurrently with the delivery of each financial statement of the Borrower pursuant to subsections 5.1.(a) and 5.1.(b) and at any time reasonably requested by the Bank, a completed compliance certificate substantially in the form of EXHIBIT C hereto signed on behalf of the Borrower by an Authorized Officer;
(e) as soon as available to the Borrower and its Subsidiaries, but in any event within 30 90 days after the end of each of fiscal year, projections for the Borrower and its consolidated Subsidiaries on a consolidating and consolidated basis for the current fiscal quartersyear, a report including projected balance sheets, income statements, cash flow statements and such other statements as the Bank may reasonably request and in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted and substance satisfactory to the Company by independent public accountants Bank, all prepared in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements good faith and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiariesbased on assumptions which were reasonable when made;
(f) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) promptly after the same become available, (i) copies of all proxy statements and annual, quarterly and interim reports (excluding reports in respect of the beneficial ownership of officers, directors and certain other shareholders on Forms 3, 4 and 5 promulgated under the Securities Exchange Act of 1934, as amended) as the Borrower shall send to shareholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower and (ii) with respect to Biosphere, copies of all annual reports as Biosphere shall send to shareholders; and
(k) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries including, without limitation, a current aging of Accounts, as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankAdministrative Agent and the Lenders:
(a) as As soon as available to the Companypracticable, but in any event within 90 100 days after the end close of each Fiscal Year of its fiscal yearsthe Borrower, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries, as of the end of each such yearof, and a related consolidated and consolidating statement statements of incomeoperations, changes in stockholdersshareholders' equity and cash flow for flows for, such yearFiscal Year, audited and certified by Xxxxxx Xxxxxxxx Deloitte & Co. (Touche LLP or other independent certified public accountants acceptable of nationally recognized standing reasonably satisfactory to the Bank) in the case of such consolidated statements, and certified Administrative Agent (delivery by the chief financial officer in the case Borrower of such consolidating statements; its Annual Reports on Form 10-K, together with its annual report to shareholders, if incorporated by reference therein, shall be deemed compliance with this provision), and, concurrently with such financial statements, a copy written statement by such accountants that, in the making of said the audit necessary for their report and opinion upon such financial statements, they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof, (ii) a listing of all Permitted Non-Theatre Investments made by the Borrower, by GCCI or by any of GCCI's Subsidiaries during such Fiscal Year, and (iii) if requested by the Administrative Agent, consolidating balance sheets of the Borrower and of its Subsidiaries, as of the end of, and related consolidating statements of operations, shareholders' equity and cash flows for, such Fiscal Year, certified public accountants' management report;by the chief financial officer or the chief accounting officer of the Borrower.
(b) as As soon as available to the Companypracticable, but in any event within 30 55 days after the end close of each monthof its first three fiscal quarters, (i) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries, as of the end of each such fiscal quarterof, and a related consolidated statements of operations, shareholders' equity and consolidating statement of income for cash flows for, the period then ended, certified by the principal chief financial officer or chief accounting officer of the Company but subject, however, to normal, recurring yearend adjustments that Borrower (delivery by the Borrower of its Quarterly Reports on Form 10-Q shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------deemed compliance with this provision). 45 -40-
(c) as soon as available Concurrently with each delivery of financial statements pursuant to the Company, but in any event within 30 days after the end PARAGRAPH (a) or PARAGRAPH (b) of each of its fiscal quartersthis Section 5.1, a report report, in or in substantially the form of Exhibit F hereto EXHIBIT C, signed on behalf of the Company Borrower by its chief financial --------- officer or chief accounting officer (each, a "COMPLIANCE CERTIFICATE"), and setting forth or (as the case may be) identifying (i) in reasonable detail the calculations made by the Borrower to determine compliance with each of SECTIONS 5.7 through 5.10, inclusive, and with each of SECTIONS 6.7, 6.8 and 6.9, and the information necessary for the Administrative Agent to determine compliance by the Borrower with each of SECTIONS 5.7 through 5.10, inclusive, and with each of SECTIONS 6.7, 6.8 and 6.9, and (ii) the Cumulative Excess Theatre Cash Flow and the Net Available Amount as of the date of such Compliance Certificate; and also concurrently with each delivery of financial statements pursuant to PARAGRAPH (a) of this SECTION 5.1, a supplemental report, signed on behalf of the Borrower by its chief financial officer or chief accounting officer;, and setting forth or (as the case may be) identifying (A) each Material Subsidiary of the Borrower, determined as of the date of such Compliance Certificate in accordance with SECTION 5.11, (B) the statement that, as of the date of such Compliance Certificate, the Minimum Guaranty Conditions have been satisfied, and (C) the statement that there are, except as disclosed in such Compliance Certificate, no other Material Subsidiaries as of the date of such Compliance Certificate.
(d) promptly Promptly upon completion thereof, and in any event not later than thirty (30) days after the receipt thereof by first day of each Fiscal Year of the CompanyBorrower, copies a copy of the annual business plan and budget for such Fiscal Year for the Borrower and its Subsidiaries, including, in each case, budgeted results and cash flows for each fiscal quarter of such Fiscal Year and for such Fiscal Year as a whole, together with an explanation of any reports submitted to differences between the Company by independent public accountants in connection with any interim review sum of the accounts of individual budgets and the Company made by such accountants;consolidated totals.
(e) promptly alter Promptly after the same are shall become available, copies of all such proxy statements, financial statements and other reports as the Company Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at succeeding to any time of its functions and having jurisdiction over the Company Borrower or its Subsidiaries;.
(f) if If and when the Company gives Borrower shall give or is shall be required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows shall become aware that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;.
(g) immediately Immediately upon becoming aware of the existence of any condition or event that constitutes a any Default hereunder or any "Default" or "First Tier Default" under the Reimbursement Agreement, written notice thereof specifying the nature and the duration thereof and the action being or proposed to be taken with respect thereto;, and, promptly after the receipt thereof by the Borrower, true and complete copies of any written notice of any such "Default" or "First Tier Default" under the Reimbursement Agreement.
(h) promptly Promptly upon becoming aware of any litigation or of any investigative proceedings by a any governmental agency or authority commenced or threatened against the Company Borrower or against any of its Subsidiaries regarding any environmental hazard of which the Borrower has notice, and in which there is a reasonable possibility of an adverse decision which would materially and adversely affect the financial condition, results of operations or condition or any spillbusiness of the Borrower and its Subsidiaries, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, taken as hazardous or toxic material, hazardous or toxic substance or any similar terma whole, written notice thereof and the action being or proposed to be taken with respect thereto;.
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from From time to time, such other financial data and other information about the Company Borrower or any of its Subsidiaries as the Bank Administrative Agent may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankAdministrative Agent:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in stockholders' equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsa "Big Five" accounting firm; and, concurrently with such financial statements, a copy of said certified public accountants' management reportletter and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default under any of Sections 6.6, 6.7, 6.8, 6.9 or 6.10, or, if in the opinion of such accountants any such Default or Event of Default exists under any of Sections 6.6, 6.7, 6.8, 6.9 or 6.10, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Companyavailable, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrower Affiliated Group, (i) a consolidated and consolidating Consolidated balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer of each member of the Company Borrower Affiliated Group, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount materially adverse;
(c) at least 30 days before the first day of each fiscal year of the Borrower Affiliated Group, (i) an annual operating budget presented on a quarterly basis for such succeeding fiscal year, and (ii) a borrowing base report substantially Consolidated PRO FORMA projections of the Borrower Affiliated Group for such succeeding fiscal year in form acceptable to the form of Exhibit E; ----------Administrative Agent and the Banks (it being recognized by the Administrative Agent and the Banks that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(cd) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.l, a report in substantially the form of Exhibit EXHIBIT F hereto signed on behalf of the Company Borrower Affiliated Group by its the chief financial --------- officerofficer of Xxx-Xxxx, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 6.6 through 6.10 hereof, inclusive;
(de) promptly after the receipt thereof by the CompanyBorrower or any other member of the Borrower Affiliated Group, copies of any reports submitted to any member of the Company Borrower Affiliated Group by independent public accountants in connection with any interim review of the accounts of the Company Borrower or such member of the Borrower Affiliated Group made by such accountants;
(ef) promptly alter after the same are available, copies of all proxy financial statements, financial statements proxy material, and reports as the Company Borrower or any other member of the Borrower Affiliated Group shall send to its stockholders or that the Borrower or any other member of the Borrower Affiliated Group may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company Borrower or its Subsidiariessuch member of the Borrower Affiliated Group;
(fg) if and when the Company Borrower or any other member of the Borrower Affiliated Group gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gh) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, operations or prospects of the Borrower Affiliated Group taken as a whole, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto; and immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation, termination or material change in any insurance maintained by any member of the Borrower Affiliated Group;
(i) promptly upon becoming aware of any litigation or of any investigative proceedings by any Person, including, without limitation, any governmental agency or authority commenced or threatened against the Borrower or any other member of the Borrower Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which would or might have a materially adverse effect on the assets, business, condition (financial or otherwise), operations or prospects of the Borrower Affiliated Group taken as a whole, written notice thereof and the action being or proposed to be taken with respect thereto;
(hj) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any other member of its Subsidiaries the Borrower Affiliated Group regarding any environmental hazard or condition potential violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termHazardous Material, written notice thereof thereof, copies of all correspondence, reports and other materials furnished to or prepared by any member of the Borrower Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto;
(ik) promptly upon becoming aware prior to the occurrence of any litigation or an Event of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has noticeDefault, the outcome Borrower shall make available for review at its headquarters on a quarterly basis all Laundry Facility Agreements then in effect, and, subject to the last paragraph of which would this Section 5.1, during the continuance of an Event of Default shall furnish to the Administrative Agent upon its request a list or might have a materially adverse effect on the assetslists of all Laundry Facility Agreements then in effect, business or prospects including location of the Company or premises, date of expiration of the Company Laundry Facility Agreement and its Subsidiaries on a consolidated basis, written notice thereof and number of machines at the action being or proposed to be taken with respect theretopremises for each such Laundry Facility Agreement; and
(jl) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Borrower and each other member of the Borrower Affiliated Group (including accountants' management letters and annual budgets) as the Administrative Agent or any Bank may reasonably request. The Administrative Agent and the Banks agree that they will handle the list or lists provided to them pursuant to Section 5.1(k) in the same manner as set forth in Section 5.5 with respect to the information referred to therein, PROVIDED that any such list or lists may be disclosed in connection with any enforcement action being taken by the Administrative Agent hereunder.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mac-Gray Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankAdministrative Agent and the Lenders :
(a) as soon as available to the CompanyBorrower, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. the Borrower's Accountants (or other independent certified public accountants acceptable to the BankAdministrative Agent and each Lender) in the case of such consolidated statements, and certified by the chief principal financial officer in the case of such consolidating consolidated statements; and, concurrently with such financial statements, a copy written statement by such accountants that, in the making of said certified public accountants' management reportthe audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for for, the period then ended, certified by the principal financial officer of the Company Borrower but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower by its chief financial --------- officer, its treasurer or its controller;
(d) promptly after promptly, as and when any Subsidiary qualifies or ceases to qualify as a Significant Subsidiary hereunder, a revised Exhibit E reflecting the receipt thereof by the Company, copies current list of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountantsSignificant Subsidiaries;
(e) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company Borrower or its Significant Subsidiaries;
(fi) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC, (ii) a copy of any request for a waiver of the funding standards or an extension of the amortization periods required under Section 412 of the Code or Section 302 of ERISA, (iii) a copy of any notice of intent to terminate any Plan, (iv) notice that the Borrower or any member of the Controlled Group will or may incur any material liability to or on account of a Plan under Section 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA, (v) promptly upon the request of the Administrative Agent or any Lender, a copy of the annual report of each Plan (Form 5500 or comparable form) required to be filed with the IRS and/or the Department of Labor; and (vi) promptly upon the request of the Administrative Agent or any Lender, notice of the adoption of any Plan subject to ERISA, along with the vesting and funding schedules and other principal provisions thereof;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries regarding any environmental hazard or condition or any spillof which it has notice, release, discharge or disposal the outcome of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable which could reasonably be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termhave a Material Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) within 30 days of receipt of written notice from any governmental agency or authority, or promptly upon becoming aware the Borrower's reasonable belief (i) that a violation of any litigation or of Environmental Law has been committed by the Borrower, (ii) that there are any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries regarding any actual or potential violation of which it Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material in violation of any Environmental Law, (iii) that any governmental agency or private party is alleging that the Borrower may be liable or responsible for any costs associated with a response to or cleanup of a release of a Hazardous Material into the environment or any damages caused thereby, or (iv) that any administrative or judicial complaint or order has noticebeen filed against the Borrower alleging a violation of any Environmental Law or requiring the Borrower to take any action in connection with the release of Hazardous Material into the environment, the outcome of which would or might which, in any such case described in items (i) through (iv) above, could reasonably be expected to have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basisMaterial Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries as the Bank Administrative Agent or any Lender may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Ust Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankLender:
(ai) as soon as available to the CompanyBorrower, but in any event within 90 days after each fiscal year-end, the 10-K Annual Report of the Borrower filed with the Securities and Exchange Commission, which shall include the consolidated balance sheet of the Borrower as at the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement statements of income, changes in stockholders' equity retained earnings and cash flow for for, such year, audited year prepared in accordance with GAAP and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable satisfactory to the Bank) Lender that such statements present fairly the consolidated financial position of the Borrower prepared in accordance with GAAP applied in a manner consistent with the Borrower's past practices; and concurrently with such Annual Report and financial statements, if in the case opinion of such consolidated statementsaccountants a Default or Event of Default exists, and certified a written statement by the chief financial officer such accountants that, in the case making of such consolidating statements; and, concurrently with the audit necessary for their report and opinion upon such financial statements, a copy they have obtained knowledge of said certified public accountants' management reportsuch Default or Event of Default, and they shall disclose in such written statement the nature and status thereof;
(bii) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthfiscal quarter of each fiscal year of the Borrower, the 10-Q Quarterly Report of the Borrower filed with the Securities and Exchange Commission, which shall include the consolidated balance sheet of the Borrower as at the end of, and related consolidated statements of income, retained earnings and cash flow for, the portion of the year then ended and for the quarter then ended, prepared in accordance with GAAP (with the exception of footnotes) applied in a manner consistent with the audited financial statements required by clause (i) a consolidated above (subject to normal year-end audit adjustments, none of which shall be materially adverse) and consolidating balance sheet as certified pursuant to the report to be delivered to the Lender under clause (iv) of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------this Section 5.1;
(ciii) promptly as soon they become available, copies of all such financial statements, proxy material and reports as the Borrower shall send to or make generally available to the Companystockholders and promptly as they become available, but in any event within 30 5 days after the end of each of its fiscal quarters, a report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are availablefiling thereof, copies of all proxy statements, financial statements regular and periodic reports as filed by the Company may file Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect succeeding to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member all of the Controlled Group or the plan administrator functions of any Plan has given or is required to give notice of any such Reportable Eventsaid Commission, and promptly as they become available, a copy of the notice of such Reportable Event given or required to be given each report (including any so-called management letters) submitted to the PBGCBorrower by independent certified public accountants in connection with each annual audit of the books of the Borrower by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower;
(giv) immediately upon becoming aware concurrently with each delivery of financial statements pursuant to clause (i) and clause (ii) of this Section 5.1, a chief financial officer's report in substantially the form of Exhibit D hereto, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 5.16, 5.17 and 5.18;
(v) promptly after obtaining knowledge of the existence thereof, notice of (a) the occurrence of any condition or event that which constitutes a Default or Event of Default, written notice thereof specifying together with the nature and duration thereof and the action being or proposed to be taken with respect thereto;
, (hb) promptly upon becoming aware the occurrence of any condition or event with respect to the Borrower or any Subsidiary or Affiliate which could be expected to constitute a material adverse change in or to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower or any of its Subsidiaries, together with the nature and duration thereof and the action proposed to be taken with respect thereto, (c) any litigation or any investigative proceedings by of a governmental agency or authority commenced or threatened against the Company Borrower, any Subsidiary or Affiliate or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable Plan which could be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially material adverse effect on the assetsbusiness, business properties or prospects condition (financial or otherwise) of the Company Borrower, or the Company issuance of any judgment, award, decree, order or other determination in or relating to any such litigation or proceedings, (d) the occurrence of a reportable event (as defined in ERISA) or any communications to, or receipt of communications from, the PBGC, the United States Department of Labor or the IRS by the Borrower or any Affiliate relating to any Plan, along with copies of all such communications, (e) the adoption by the Borrower of any stock option or executive compensation plan, whether or not subject to ERISA, and its Subsidiaries on a consolidated basisany Plan subject to ERISA, written notice thereof or the substantial modification of any such plan, along with the vesting and funding schedules and other principal provisions thereof, and (f) any communications given or received by the action being Borrower or proposed any Subsidiary in any way relating to be taken compliance with, any violation or potential violation of, or any potential liability under, any environmental law or regulation (including those relating to pollution control, hazardous materials and hazardous wastes), along with respect theretocopies of all such communications; and
(jvi) from time to time, such other financial data and information about the Company or Borrower and/or any of its Subsidiaries as the Bank Lender may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrowers shall furnish to the BankAdministrative Agent:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated and consolidating Consolidated balance sheet of B&N as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in stockholders' equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified without qualification by Xxxxxx Xxxxxxxx & Co. (BDO Seidman, LLP, or other independent certified public accountants a "Big Four" accounting firm, or another nationally xxxxxxxzed accounting firm reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportAdministrative Agent;
(b) as soon as available to the Companyavailable, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrower Affiliated Group, (i) a consolidated and consolidating Consolidated balance sheet of B&N as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal financial officer a Financial Officer of the Company Borrower, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------materially adverse;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.l, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower Affiliated Group by its chief financial --------- officera Financial Officer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 6.5 through 6.8 hereof, inclusive, and a representation by such officer that no Default or Event of Default has occurred or is continuing;
(d) promptly after upon the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are availablefiling thereof, copies of all proxy registration statements, financial proxy statements and annual, quarterly, monthly or other reports as which B&N or any other member of the Company may file Borrower Affiliated Group files with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over (including without limitation, copies of all reports on Form 8-K that the Company or its SubsidiariesBorrower files with the Securities and Exchange Commission);
(fe) if and when any Borrower or any other member of the Company Borrower Affiliated Group gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) Event with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gf) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, or (ii) affecting any Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a Material Adverse Effect, written notice thereof specifying the nature thereof and duration the action being or proposed to be taken with respect thereto; and immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation, termination or material change in any insurance maintained by any member of the Borrower Affiliated Group;
(g) promptly upon becoming aware of any litigation or of any investigative proceedings by any Person, including, without limitation, any governmental agency or authority commenced or threatened against any Borrower or any other member of the Borrower Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which could reasonably be expected to have a Material Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company any Borrower or any other member of its Subsidiaries the Borrower Affiliated Group regarding any environmental hazard or condition potential violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statuteHazardous Material, rule or regulation in either case, the outcome of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termwhich could have a Material Adverse Effect, written notice thereof thereof, copies of all correspondence, reports and other materials furnished to or prepared by any member of the Borrower Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware at least 30 days' prior written notice of any litigation change in its name or of corporate form or state or organization or any change in the name or names under which any Borrower's or any other investigative proceedings by member of the Borrower Affiliated Group's business is transacted; and, without prejudice to Sections 5.2(d) and (e) or the requirements of a governmental agency Permitted Acquisition, promptly after the formation or authority commenced or threatened against the Company acquisition thereof, but in no event less frequently than quarterly, a list of all new Subsidiaries of each Borrower or any of its Subsidiaries Subsidiaries; and promptly after entering into any contract, agreement or license which is material to the operations or business of which it has notice, the outcome of which would a Borrower or might have a materially adverse effect on the assets, business or prospects any other member of the Company or the Company Borrower Affiliated Group, but in no event less frequently than quarterly, a list of such new contracts, agreements and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; andlicenses;
(j) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Borrowers and each other member of the Borrower Affiliated Group (including accountants' management letters) as the Administrative Agent or any Bank (through the Administrative Agent) may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Barnes & Noble Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the each Bank:
(a) as soon as available to the Company, but in any event within 90 97 days after the end of each of its fiscal years, (i) a consolidated and consolidating balance sheet as of the end of each such year, and a the related consolidated and consolidating statement statements of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. PricewaterhouseCoopers, LLP (or other independent certified public accountants acceptable to the BankAgent) in the case of such consolidated statements, and certified by the chief financial officer officer, Treasurer, Director of Finance, Tax and Treasury Services or Vice President and Corporate Controller, in the case of such consolidating statements; and, concurrently with such financial statementsas soon as available, a copy of said certified public accountants' management report; and (ii) the Company's financial projections for the next fiscal year of the Company;
(b) as soon as available to the Company, but in any event within 30 52 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a the related consolidated and consolidating statement statements of income for the period then ended, certified by the principal chief financial officer officer, Treasurer, Director of Finance, Tax and Treasury Services or Vice President and Corporate Controller of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 6.1, a report in substantially the form of Exhibit F EXHIBIT I hereto signed on behalf of the Company by its chief financial --------- officerofficer or Treasurer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim or annual review of the accounts of the Company made by such accountants;
(e) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company shall send to its stockholders or as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which could result in a forfeiture of a substantial part of the Company's or such Subsidiary's property or which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and;
(i) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Agent or any Bank may reasonably request;
(k) within five Business Days of the end of each calendar month, a report signed on behalf of the Company by its chief financial officer or treasurer as to compliance with Section 6.11 as of the last day of such calendar month; and
(l) simultaneously with the Company making an acquisition which is permitted pursuant to Section 7.5 hereof, incurring Indebtedness which is permitted to be incurred pursuant to Section 7.6(e)(ii) hereof, or making an Investment which is permitted to be made pursuant to Section 7.7(g) hereof, as the case may be, information evidencing the aggregate purchase price of all acquisitions made to date (including the contemplated acquisition), in the case of an acquisition, information detailing the outstanding Indebtedness of the Company and its Subsidiaries on such date (including the Indebtedness to be incurred), or information detailing all Investments made by the Company and its Subsidiaries through such date (including the Investments to be made), as the case may be.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Picturetel Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Companies shall furnish to the Bank:
(a) as soon as available to the CompanyBack Bay, but in any event within 90 days after the end of each of its fiscal yearsyear, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' stockholders equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx Coopers & Co. Lybrxxx (or xx other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements); and, concurrently with such financial statementsas soon as available to Back Bay, but in any event within 120 days after the end of its fiscal year, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBack Bay, but in any event within 30 45 days after the end of each monthof their fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for for, the period then ended, certified by the principal financial officer of the Company Back Bay but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available available, and in any event within 60 days after the end of each fiscal year, an annual budget and/or operating projections of Back Bay and its Subsidiaries for the upcoming fiscal year, which budget shall set forth in reasonable detail, on a quarterly basis, the projected performance of Back Bay and its Subsidiaries as determined in good faith by the management of Back Bay based on prior history or performance;
(d) as soon as available, and in any event within 45 days after the end of each fiscal quarter, management's report and analysis of the operating results of each restaurant operated by the Companies as compared to (i) the Companybudget for the current fiscal year, and (ii) the operating results of such restaurants for the corresponding quarter during the previous fiscal year;
(e) as soon as available, but in any event within 30 100 days after the end of each fiscal year, management's report and analysis of its the operating results of each restaurant operated by the Companies as compared to (i) the budget for said fiscal quartersyear, and (ii) the operating results of such restaurants for the previous fiscal year;
(f) concurrently with the delivery of each financial statement pursuant to subsections (a) through (e) of this Section 5.1, a report in substantially the form of Exhibit F EXHIBIT P hereto signed on behalf of the each Company by its the chief financial --------- officerofficer of Back Bay;
(dg) promptly after the receipt thereof by the any Company, copies of any reports submitted to the such Company by independent public accountants in connection with any interim review of the accounts of the any Company made by such accountants;
(eh) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the any Company shall send to its stockholders or as any Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiariessuch Company;
(fi) as soon as available, any material updates of the budgets and projections delivered pursuant to subsection (c) above;
(j) if and when the any Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gk) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(hl) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the any Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might reasonably be expected to have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries Companies on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and;
(jm) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against any Company regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(n) promptly upon becoming aware of any infringement or apparent infringement by a third party of any trademark, service mark, xxadename, copyright or other intellectual property right or license of any of the Companies, written notice thereof and the action being or proposed to be taken with respect thereto;
(o) from time to time, such other financial data and information about the any Company or its Subsidiaries as the Bank may reasonably request.; and
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Back Bay Restaurant Group Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankAdministrative Agent and the Lenders :
(a) as soon as available to the CompanyBorrower, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. the Borrower's Accountants (or other independent certified public accountants acceptable to the BankAdministrative Agent and each Lender) in the case of such consolidated statements, and certified by the chief principal financial officer in the case of such consolidating consolidated statements; and, concurrently with such financial statements, a copy written statement by such accountants that, in the making of said certified public accountants' management reportthe audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for for, the period then ended, certified by the principal financial officer of the Company Borrower but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower by its chief financial --------- officer, its treasurer or its controller;
(d) promptly after promptly, as and when any Subsidiary qualifies or ceases to qualify as a Significant Subsidiary hereunder, a revised Exhibit E reflecting the receipt thereof by the Company, copies current list of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountantsSignificant Subsidiaries;
(e) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission Borrower shall send to its stockholders or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.the
Appears in 1 contract
Samples: Credit Agreement (Ust Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:
Lender: (ai) as soon as available to the CompanyBorrower, but in any event within 90 120 days after each fiscal year-end, the balance sheet of the Borrower as at the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement statements of income, changes in stockholders' equity retained earnings and cash flow for for, such year, audited year prepared in accordance with GAAP and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable satisfactory to the Bank) Lender that such statements present fairly the financial position of the Borrower prepared in accordance with GAAP applied in a manner consistent with the case of such consolidated statements, Borrower's past practices; and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, if in the opinion of such accountants a copy Default or Event of said certified public accountants' management report;
Default exists, a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements, they have obtained knowledge of such Default or Event of Default, and they shall disclose in such written statement the nature and status thereof; (bii) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthfiscal quarter of each fiscal year of the Borrower, the balance sheet of the Borrower as at the end of, and related statements of income, retained earnings and cash flow for, the portion of the year then ended and for the quarter then ended, prepared in accordance with GAAP (with the exception of footnotes) applied in a manner consistent with the audited financial statements required by clause (i) a consolidated above (subject to normal year-end audit adjustments, none of which shall be materially adverse) and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available pursuant to the Company, but in any event within 30 days after report to be delivered to the end Lender under clause (iv) of each of its fiscal quarters, a report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
this Section 5.1; (diii) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are as they become available, copies of all proxy such financial statements, financial statements proxy material and reports as the Company may file Borrower shall send to or make generally available to stockholders and of all regular and periodic reports filed by the Borrower or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect succeeding to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member all of the Controlled Group or the plan administrator functions of any Plan has given or is required to give notice of any such Reportable Eventsaid Commission, and promptly as they become available, a copy of the notice of such Reportable Event given or required to be given each report (including any so-called management letters) submitted to the PBGC;
Borrower by independent certified public accountants in connection with each annual audit of the books of the Borrower by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower; (giv) immediately upon becoming aware concurrently with each delivery of financial statements pursuant to clause (i) and clause (ii) of this Section 5.1, a chief financial officer's report in substantially the form of Exhibit D hereto, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 5.16 and 5.17; (v) promptly after obtaining knowledge of the existence thereof, notice of (a) the occurrence of any condition or event that which constitutes a Default or Event of Default, written notice thereof specifying together with the nature and duration thereof and the action being or proposed to be taken with respect thereto;
, (hb) promptly upon becoming aware the occurrence of any condition or event with respect to the Borrower or any Affiliate which could be expected to constitute a material adverse change in or to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower, together with the nature and duration thereof and the action proposed to be taken with respect thereto, (c) any litigation or any investigative proceedings by of a governmental agency or authority commenced or threatened against the Company Borrower, any Affiliate or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable Plan which could be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially material adverse effect on the assetsbusiness, business properties or prospects condition (financial or otherwise) of the Company Borrower, or the Company and its Subsidiaries on a consolidated basisissuance of any judgment, written notice thereof and the action being award, decree, order or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.other
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Administrative Agent and each Bank:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in stockholders' equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified without qualification by Xxxxxx Xxxxxxxx & Co. (BDO Seidman, or other independent certified public accountants a "Big Five" accounting firm, or another accounting firm xxxxxxxbly acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsAdministrative Agent; and, concurrently with such financial statements, a copy of said certified public accountants' management reportletter and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Companyavailable, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrower Affiliated Group, (i) a consolidated and consolidating Consolidated balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer of the Company Borrower, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------materially adverse;
(c) as soon as available to the Company, but in any event within no more than 30 days after the end first day of each fiscal year of its the Borrower Affiliated Group (starting with the fiscal quartersyear beginning February 1, 2003), Consolidated projections of the Borrower Affiliated Group for such succeeding fiscal year in form acceptable to the Administrative Agent and the Banks (it being recognized by the Administrative Agent and the Banks that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(d) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.l, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower Affiliated Group by its the chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review officer of the accounts of Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the Company made covenants contained in Sections 6.5 through 6.8 hereof, inclusive, and a representation by such accountants;
(e) promptly alter the same are available, copies officer that no Default or Event of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives Default has occurred or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGCcontinuing;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Credit Parties shall furnish to the Bank:
(a) as soon as available to the Companyeach Credit Party and its Subsidiaries, but in any event within 90 days after the end of each of its fiscal yearsyear, a the consolidated and consolidating balance sheet of each Credit Party and its Subsidiaries as of the end of each such yearof, and a the related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. PriceWaterhouseCoopers (or other independent nationally recognized certified public accountants reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer an Authorized Officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthfiscal quarter, (i) a the consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of each such fiscal quarterof, and a the related consolidated and consolidating statement statements of income for for, the period then ended, certified by the principal financial officer of the Company an Authorized Officer but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to the CompanyBorrower, but in any event concurrently with the delivery of each financial statement of the Borrower pursuant to subsection 5.1.
(a) a copy of each so-called management letter submitted to the Borrower or any of its Subsidiaries by independent certified public accountants in connection with each annual audit of the books of the Borrower and its Subsidiaries by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Borrower or any such Subsidiary;
(d) concurrently with the delivery of each financial statement of the Borrower pursuant to subsections 5.1.
(a) and 5.1.(b) and at any time reasonably requested by the Bank, a completed compliance certificate substantially in the form of EXHIBIT C hereto signed on behalf of the Borrower by an Authorized Officer;
(e) as soon as available to the Borrower and its Subsidiaries, but in any event within 30 90 days after the end of each of fiscal year, projections for the Borrower and its consolidated Subsidiaries on a consolidating and consolidated basis for the current fiscal quartersyear, a report including projected balance sheets, income statements, cash flow statements and such other statements as the Bank may reasonably request and in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted and substance satisfactory to the Company by independent public accountants Bank, all prepared in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements good faith and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiariesbased on assumptions which were reasonable when made;
(f) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) promptly after the same become available, (i) copies of all proxy statements and annual, quarterly and interim reports (excluding reports in respect of the beneficial ownership of officers, directors and certain other shareholders on Forms 3, 4 and 5 promulgated under the Securities Exchange Act of 1934, as amended) as the Borrower shall send to shareholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Borrower and (ii) with respect to Biosphere, copies of all annual reports as Biosphere shall send to shareholders; and
(k) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries including, without limitation, a current aging of Accounts, as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the BankAgent and each of the Lenders:
(a) as soon as available to the Company, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for flows for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. KPMG Peat Marwick (or other independent certified public accountants acceptable to the BankAgent) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements, and a report by such accountants stating whether, in connection with the completion of their audit, any matters that came to their attention that caused them to believe that the Company failed to comply with the terms, covenants, provisions or conditions of SECTIONS 5.7 through 5.12, inclusive, insofar as they relate to accounting matters; and, concurrently with such financial statementsIN ADDITION, a copy breakdown of said certified public accountants' management reportthe Four Wall Contribution Report which shows sales and income before and after allocated expenses for each retail and outlet store that reported a loss during either (i) the immediately preceding fiscal quarter or (ii) the immediately preceding twelve month period, with a comparison against last year and the plan for the current year and on a consolidated basis;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthof the first three fiscal quarters of each fiscal year, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flows for, the period and year to date period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount; IN ADDITION, a breakdown of the Four Wall Contribution Report which shows sales and income before and after allocated expenses for each retail and outlet store that reported a loss during either (i) the immediately preceding fiscal quarter or (ii) a borrowing base report substantially in the form of Exhibit E; ----------immediately preceding
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis SECTION 5.l, a report in substantially the form of Exhibit EXHIBIT F hereto signed on behalf of the Company by its chief financial --------- officer; IN ADDITION, a report of the actual results of composite store sales on a consolidated basis for each retail and outlet store for the preceding twelve months;
(d) promptly after the receipt thereof any management letter issued by the Company, copies of any reports submitted to 's independent certified public accounting firm in conjunction with the Company by independent public accountants in connection with any interim review audit of the accounts year end financial statements of the Company made by such accountantsCompany;
(e) promptly alter upon Agent's request and after the same are available, copies of all proxy statements, financial statements and reports as the Company shall send to its stockholders or as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately promptly upon becoming aware any executive officer of the Company obtaining knowledge of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might reasonably be expected to have a materially adverse effect on the assets, assets or business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly after an executive officer of the Company or the designated compliance employee of the Company receives actual notice of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any actual or alleged violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) annual financial forecasts and projections to be delivered no later than 120 days after the end of each fiscal year; and
(jk) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank Agent may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) as soon as available to the CompanyCompany and its Subsidiaries, but in any event within 90 days after the end of each of its fiscal years, a the consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholdersshareholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. PricewaterhouseCoopers LLP (or other independent nationally recognized certified public accountants reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statementsstatements a written statement by such accountants that, a copy in the making of said certified public accountants' management reportthe audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthfiscal quarter, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for for, the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to the Company, but in any event concurrently with the delivery of each financial statement pursuant to Section 5.1(a), a copy of each so-called management letter submitted to the Company or any of its Subsidiaries by independent certified public accountants in connection with each annual audit of the books of the Company and its Subsidiaries by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of the Company or any such Subsidiary;
(d) as soon as available to the Company and its Subsidiaries, but in any event within 30 90 days after the end of each of its fiscal quartersyear, a report in substantially the form of Exhibit F hereto signed on behalf of projections for the Company by and its chief financial --------- officerconsolidated Subsidiaries on a consolidating and consolidated basis for the current fiscal year, including projected balance sheets, income statements, cash flow statements and such other statements as the Bank may reasonably request and in form and substance satisfactory to the Bank, all prepared in good faith and based on assumptions which were reasonable when made;
(de) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately promptly upon becoming aware of the existence of any condition or event that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries HemaSure A/S of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries or HemaSure A/S regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) promptly after the same become publicly available, copies of all registration statements, regular periodic reports and press releases filed by the Company or any of its Subsidiaries with the Securities and Exchange Commission or any governmental authority 777794.1 18 succeeding to any or all of the functions of said commission, or with any national securities exchange;
(k) promptly upon receipt thereof, copies of any reports or other written information pertaining to the compliance by the Company with the provisions of Section 5.9 submitted to the Company or any of its Subsidiaries by any consultant or similar contractor; and
(jl) from time to time, such other financial data and information about the Company or its Subsidiaries or HemaSure A/S as the Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Hemasure Inc)
Financial Statements and other Reporting Requirements. The Company Parent ----------------------------------------------------- shall furnish to the BankAgent and to each Lender:
(a) as soon as available to the CompanyParent, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. Price Waterhouse Coopers LLP (or other independent certified public accountants acceptable to the BankAgent and the Lenders) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default set out in Sections 5.7, 5.8, 5.9, 6.1 and 6.10 or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyParent, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) commencing with the fourth fiscal quarter of fiscal year 2001, a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flow for, the period then ended, certified by the principal financial officer of the Company Parent but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Parent by its chief financial --------- officer;
(d) within ten (10) business days after the end of each fiscal month, a report in substantially the form of Exhibit G hereto signed on behalf of the --------- Borrowers by their respective chief financial officers;
(e) promptly after the receipt thereof by the CompanyParent, copies of any reports submitted to the Company Parent by independent public accountants in connection with any interim review of the accounts of the Company Parent made by such accountants;
(ef) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company Parent shall send to its stockholders or as the Parent may file with the Securities and Exchange Commission or any governmental authority (excluding tax returns, except on request) at any time having jurisdiction over the Company Parent or its Subsidiaries;
(fg) if and when the Company Parent or any Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan Plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gh) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Parent or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business business, condition (financial or otherwise) or prospects of the Company or the Company Parent and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Parent or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(k) within 45 days after the beginning of each fiscal year, budgets for the Parent and its Subsidiaries for such fiscal year, on a quarter-by-quarter basis and in such detail as the Agent may reasonably request; and
(jl) from time to time, such other financial data and information about the Company Parent or its Subsidiaries as the Bank Agent or the Lenders may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Brookstone Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:
(a) as soon as available to the CompanyBorrower, but in any event within 90 100 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such year, and a the related consolidated and consolidating statement statements of income, changes in stockholders' equity and cash flow for such year, audited and certified by Xxxxxx Xxxxxxxx & Co. Price Waterhouse (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified national standing selected by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportBorrower);
(b) as soon as available to the CompanyBorrower, but in any event within 30 55 days after the end of each monthof its fiscal quarters, (i) a the consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement statements of income and cash flow for the period then ended, certified by the principal chief financial officer of the Company Borrower but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount, and (ii) a borrowing base report substantially Call Report for the Borrower (on a parent only basis) and for each of the Borrower's banking subsidiaries for the period then ended, certified by the cashier or other authorized officer of each such Subsidiary, in the form of Exhibit E; ----------forms required to be filed by the Borrower and each such Subsidiary by the FFIEC;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its SubsidiariesCommission;
(fe) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gf) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(g) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries, the outcome of which would or might, in the opinion of counsel for the Borrower, have a materially adverse effect on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries regarding any environmental hazard or condition potential violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has noticeHazardous Material, the outcome of which would or might might, in the opinion of counsel for the Borrower, have a materially adverse effect on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(ji) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit Agreement (First Empire State Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Credit Parties shall furnish to the Bank:
(a) as soon as available to the CompanyCredit Parties, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Credit Parties, a consolidated and consolidating balance sheet of the Credit Parties and their Subsidiaries as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified by Xxxxxx Xxxxxxxx Ernst & Co. Young (or other independent certified public accountants acceptable to the Bank) in the case of ), and together with such consolidated financial statements, separate financial statements setting forth the independent financial results of XxXxxxx Mortgage, prepared in accordance with GAAP and certified by the chief financial officer in of the case of such consolidating statementsGuarantor; and, concurrently with such financial statementspromptly upon delivery by said certified public accountants, a copy of said certified public accountants' management report;
(b) as soon as available to the CompanyBorrowers, but in any event within 30 45 days after the end of each monthfiscal quarter the Credit Parties, (i) a consolidated and consolidating balance sheet of the Credit Parties and their Subsidiaries as of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for for, the period then ended, certified by the principal chief financial officer of the Company Guarantor, and prepared in accordance with GAAP but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each of its fiscal quartersfinancial statement pursuant to subsections 5.1.(a) and 5.1.(b), a report in substantially the form of Exhibit F B hereto signed on behalf of the Company Credit Parties by its the chief financial --------- officer;
officer of the Guarantor; (d) promptly after the receipt thereof by the CompanyCredit Parties, copies of any reports submitted to the Company Credit Parties by their independent public accountants in connection with any interim review of the accounts of the Company Credit Parties made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Samples: Credit and Security Agreement (Dewolfe Companies Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:
(a) as soon as available to the CompanyBorrower, but in any event within 90 days after the end of each of its fiscal yearsyears commencing December 31, 1998, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for, such year (together with comparative figures for such the preceding year, and with all expenses detailed to the Bank's satisfaction), audited and certified unqualified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, Bank with respect to Borrower and certified by the chief financial officer in the case of such consolidating statementsits Subsidiaries; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that Borrower is not in violation of any of the financial covenants contained herein, and that in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthfiscal quarter for Borrower commencing March 31, (i) 1998, a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flow for, the period then ended, all as internally prepared by Borrower in accordance with generally accepted accounting principals consistently applied (together with comparison figures for the preceding year, and with all expenses detailed to the Bank's satisfaction) and certified to by the principal Borrower's chief financial officer of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount.
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 7.1, a report in substantially the form of Exhibit F hereto compliance certificate signed on behalf of the Company Borrower by its chief financial --------- officer;
(d) promptly after Promptly upon completion thereof, and in any event not later than December 1 of each fiscal year, deliver to Bank a copy of the receipt thereof by annual business plan and budget of Borrower and its Subsidiaries for the Companynext fiscal year, copies including budgeted results for each fiscal quarter and for the fiscal year as a whole, and upon the delivery of any reports submitted financial statements relating to any period included in such budget, a summary comparing the Company by independent public accountants actual financial performance of Borrower and its Subsidiaries during such period to that shown in connection with any interim review of the accounts of the Company made by such accountants;budget.
(e) promptly alter the same are availablePromptly upon any filing thereof by Borrower, copies of all proxy statementsany annual, financial periodic, or special reports or registration statements and reports as the Company which Borrower may file with the Securities and Exchange Commission or with any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;other securities exchange.
(f) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business business, prospects or prospects financial condition of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) as soon as available to Borrower, but in any event within fifteen (15) days of the end of each quarter and in form and substance satisfactory to the Bank, (i) an internally prepared listing of all accounts receivables and their aging status, and (ii) internally prepared accounts payable summary aging reports;
(j) by September 15 of each year, copies of the signed, dated and filed federal income tax return for the Borrower and for Brimfield Precision, Inc. with respect to the income tax year (then) just ended;
(k) immediately upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries regarding any potential violation of environmental laws or any spill, release, discharge or disposal of any Hazardous Material, or upon becoming aware of any violation of any Environmental Law or any spill, release, discharge or disposal of any Hazardous Material by Borrower or any of its Subsidiaries, written notice thereof and the action being or proposed to be taken with respect thereto;
(l) simultaneous with any Change in Control; and
(jm) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) as soon as available to the Company, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx Ernst & Co. Young LLP (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flow for, the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount, along with the original projections for such period and (ii) a borrowing base report substantially in the form same financial statements for the same period of Exhibit E; ----------the prior year;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F G hereto signed on behalf of the Company by its chief --------- financial --------- officer;
(d) within 30 days after the end of (i) each month in which any Loan or Letter of Credit is outstanding and (ii) each fiscal quarter in which no Loan or Letter of Credit is outstanding, a Borrowing Base Certificate provided that -------- the Company shall be required to furnish to the Bank a Borrowing Base Certificate prior to requesting its first Loan or Letter of Credit hereunder;
(e) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(ef) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company shall send to its stockholders or as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(fg) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gh) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(k) on each anniversary of the date hereof, for so long as Receivables from such entities or their wholly-owned subsidiaries comprise part of the Borrowing Base, the then-current rating of the debt obligations of each of Kaiser, State of Missouri and/or its departments, agencies or authorities, as applicable, Humana, Inc., Xxxxxx Xxxxxxxxxxx, BDM, Inc., Equifax, Inc. (or in the event any such customer does not have a separate credit rating, the rating of such customer's parent corporation)and any other customer, the Eligible Receivables from which comprise greater than 10% of the Borrowing Base, as rated by Standard & Poor's Rating Services, Xxxxx'x Investors Service, Inc. or Duff & Xxxxxx Credit Rating Co.;
(l) at the end of each six-month period after the date hereof, a "pipeline" report describing the status of all outstanding and future projects with customers;
(m) on or before September 30 of each year, a projected consolidated balance sheet and projected consolidated statements of income, changes in stockholders' equity and cash flow for the next succeeding year, together with supporting assumptions;
(n) within 30 days after the end of each fiscal quarter, a Receivables aging report; and
(jo) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Administrative Agent and each Bank:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in Consolidated statement of stockholders' ’ equity and consolidated statement of cash flow for flows for, such year, prepared in accordance with GAAP and audited and certified without qualification by Xxxxxx Xxxxxxxx Deloitte & Co. (Touche LLP or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportanother “Big Five” accounting firm;
(b) as soon as available to the Companyavailable, but in any event within 30 60 days after the end of each monthfiscal quarter of the Borrower, (i) a consolidated and consolidating Consolidated balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income for income, Consolidated statement of stockholders’ equity and consolidated statement of cash flows for, the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer or treasurer of the Company Borrower, but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.l, a report in substantially the form of Exhibit F E hereto signed on behalf of the Company Borrower by its the chief financial --------- officerofficer or treasurer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance for such fiscal year and quarter with the covenants contained in Sections 6.6 and 6.7 hereof;
(d) promptly after the receipt thereof by the Companyas soon as available, (i) copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
Borrower’s filed Securities and Exchange Commission Forms 10-K and 10-Q, (eii) promptly alter the same are available, copies of all proxy financial statements, financial statements proxy material, and reports as the Company may file Borrower shall send to its stockholders, (iii) copies of all other filings the Borrower makes with the Securities and Exchange Commission Commission, and (iv) notice of any amendment to the charter or by-laws of the Borrower or any governmental authority at any time having jurisdiction over other member of the Company or its Subsidiaries;Borrower Affiliated Group.
(fe) if and when the Company Borrower or any Significant Subsidiary gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan Event that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gf) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto, or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a Material Adverse Effect, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto; and (iii) immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation or termination in any insurance maintained by any member of the Borrower Affiliated Group;
(g) promptly upon becoming aware of any litigation or any investigative proceedings by any Person, including, without limitation, any governmental agency or authority, commenced or threatened against the Borrower or any other member of the Borrower Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which could reasonably be expected to have a Material Adverse Effect, notice thereof and a statement of the nature and status of such litigation or proceedings;
(h) promptly upon becoming aware of (i) any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any other member of its Subsidiaries the Borrower Affiliated Group regarding any environmental hazard or condition or Environmental Claim, (ii) any spill, release, discharge or disposal of any substance defined Hazardous Material on any Real Property owned or designated leased by any environmental statutemember of the Borrower Affiliated Group, rule or regulation (iii) any violation of any governmental entity now in effect and applicable Environmental Law by any member of the Borrower Affiliated Group that (with respect to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termof the foregoing) could reasonably be expected to have a Material Adverse Effect, written notice thereof thereof, copies of all correspondence, reports and the action being other materials furnished to or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of prepared by any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects member of the Company Borrower Affiliated Group (or the Company and its Subsidiaries on a consolidated basis, written notice thereof representatives) in connection therewith and the action being or proposed to be taken with respect thereto; and
(ji) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Borrower and each other member of the Borrower Affiliated Group (including accountants’ management letters and annual budgets) as the Bank Administrative Agent may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Guarantor shall furnish to the BankAdministrative Agent and each Participant:
(ai) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Guarantor, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in Consolidated statement of stockholders' ’ equity and consolidated statement of cash flow for flows for, such year, prepared in accordance with GAAP and audited and certified without qualification by Xxxxxx Xxxxxxxx Deloitte & Co. (Touche LLP or other independent certified public accountants acceptable another accounting firm reasonably satisfactory to the BankParticipants;
(ii) as soon as available, but in any event within 60 days after the case end of such each fiscal quarter of the Guarantor, a Consolidated balance sheet as of the end of, and a related Consolidated statement of income, Consolidated statement of stockholders’ equity and consolidated statementsstatement of cash flows for, the fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management report;
(b) as soon as available to the Company, but in any event within 30 days after the end of each month, (i) a consolidated and consolidating balance sheet as or treasurer of the end of each such fiscal quarterGuarantor, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in year-end adjustments;
(iii) concurrently with the aggregate be material in amount delivery of each financial statement pursuant to subsections (i) and (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 days after the end of each of its fiscal quartersthis Section 6.l(k), a report in substantially the form of Exhibit F hereto Compliance Certificate signed on behalf of the Company Guarantor by its the chief financial --------- officerofficer or treasurer of the Guarantor stating that the signer does not have knowledge of the existence as of the date of such certificate, of any condition or event which constitutes a Lease Default or Lease Event of Default or, if any such condition or event existed or exists, specifying the nature and period of the existence thereof and what action Lessee or Guarantor has taken or is taking or proposes to take with respect thereto;
(div) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;[Intentionally Omitted]
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(fv) if and when the Company Guarantor or any Significant Subsidiary gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan Event that might constitute grounds for a termination of such a Plan under Title IV of ERISA, or knows that any member of the Controlled ERISA Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gvi) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Lease Default or Lease Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto, or (ii) affecting the Guarantor or any other member of the Guarantor Affiliated Group which could reasonably be expected to have a Material Adverse Change, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto; and (iii) immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation or termination in any insurance maintained by any member of the Guarantor Affiliated Group;
(hvii) promptly upon becoming aware of any litigation or any investigative proceedings by any Person, including, without limitation, any governmental agency or authority, commenced or threatened against the Guarantor or any other member of the Guarantor Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which could reasonably be expected to have a Material Adverse Change, notice thereof and a statement of the nature and status of such litigation or proceedings;
(viii) promptly upon becoming aware of (i) any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Guarantor or any other member of its Subsidiaries the Guarantor Affiliated Group regarding any environmental hazard or condition or Environmental Claim, (ii) any spill, release, discharge or disposal of any substance defined Hazardous Material on any Real Property owned or designated leased by any environmental statutemember of the Guarantor Affiliated Group, rule or regulation (iii) any violation of any governmental entity now in effect and applicable Environmental Law by any member of the Guarantor Affiliated Group that (with respect to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termof the foregoing) could reasonably be expected to have a Material Adverse Change, written notice thereof thereof, copies of all correspondence, reports and other materials furnished to or prepared by any member of the Guarantor Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(jix) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Guarantor and each other member of the Guarantor Affiliated Group (including accountants’ management letters and annual budgets) as the Bank Administrative Agent may reasonably request; and
(x) promptly following the request by Administrative Agent, documentation and information relating to the Construction, including the Plans and Specifications.
Appears in 1 contract
Samples: Lease Agreement (Ross Stores Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:
(a) Lender: as soon as available to the CompanyBorrower, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement statements of incomeoperations, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. (or other a firm of independent certified public accountants of national standing, acceptable to the Bank) Lender in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management report;
(b) report and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof; as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement statements of income for operations and cash flow for, the period then ended, certified by the principal financial officer of the Company Borrower but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount; concurrently with the delivery of each financial statement pursuant to subsections (a) and (iib) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 days after the end of each of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F E hereto signed on behalf of the Company Borrower by its chief financial --------- officer;
(d) ; promptly after the receipt thereof by the CompanyBorrower, copies of any reports submitted to the Company Borrower by independent public accountants in connection with any interim review of the accounts of the Company Borrower made by such accountants;
(e) ; promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or or, at Lender's request, any governmental authority at any time having jurisdiction over the Company Borrower or its Subsidiaries;
(f) ; if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) ; immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) ; promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority Governmental Authority commenced or threatened against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) and from time to time, such other financial data and information about the Company Borrower or its Subsidiaries as the Bank Lender may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) as soon as available to the CompanyCompany and its Subsidiaries, but in any event within 90 days after the end of each of its fiscal yearsyear, a the consolidated and consolidating balance sheet of the Company and its Subsidiaries as of the end of each such yearof, and a the related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx Coopers & Co. Lybrxxx (or xx other independent nationally recognized certified public accountants reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer an Authorized Officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthfiscal quarter, (i) a the consolidated and consolidating balance sheet sheets of the Company and its Subsidiaries as of the end of each such fiscal quarterof, and a the related consolidated and consolidating statement statements of income for for, the period then ended, certified by the principal financial officer of the Company an Authorized Officer but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------year-end adjustments;
(c) as soon as available to the Company, but in any event within 30 days after concurrently with the end delivery of each of its fiscal quarters, a report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted statement pursuant to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Eventsubsection 5.1(a), a copy of the notice of such Reportable Event given or required each so-called management letter submitted to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now independent certified public accountants in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken connection with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects each annual audit of the Company or books of the Company and its Subsidiaries on a consolidated basis, written notice by such accountants or in connection with any interim audit thereof and pertaining to any phase of the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about business of the Company or its Subsidiaries as any such Subsidiary;
(d) concurrently with the Bank may reasonably request.delivery of each financial statement pursuant to
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Sepracor Inc /De/)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrowers shall furnish to the BankLender:
(ai) as soon as available to the CompanyBorrowers, but in any event within 90 120 days after each fiscal year-end, the Consolidated balance sheet of the Borrowers as at the end of, and related Consolidated statements of operations, stockholders' equity and cash flow for, such year, prepared in accordance with GAAP applied in a manner consistent with the Borrowers' past practices, and audited and certified without qualification by independent certified public accountants satisfactory to the Lender; and concurrently with such financial statements, if in the opinion of such accountants a Default or Event of Default exists with respect to accounting matters, a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements, they have obtained knowledge of such Default or Event of Default, and they shall disclose in such written statement the nature and status thereof;
(ii) as soon as available to the Borrowers, but in any event within 60 days after the end of each fiscal quarter of its each fiscal yearsyear of the Borrowers, a consolidated and consolidating the Consolidated balance sheet as of the Borrowers as at the end of each such yearof, and a related consolidated and consolidating statement Consolidated statements of incomeoperations, changes in stockholders' equity and cash flow for, the portion of the year then ended and for such the quarter then ended, prepared in accordance with GAAP (with the exception of footnotes) applied in a manner consistent with the audited financial statements required by clause (i) above (subject to normal year-end audit adjustments, audited none of which shall be materially adverse) and certified pursuant to the report to be delivered to the Lender under clause (iv) of this Section 5.1;
(iii) promptly as they become available, copies of all such financial statements, proxy material and reports as any Borrower shall send to or make generally available to stockholders and of all regular and periodic reports filed by Xxxxxx Xxxxxxxx & Co. any Borrower or any of its Subsidiaries with any securities exchange or with the Commission or any governmental authority succeeding to any or all of the functions of said Commission, and promptly as they become available, a copy of each report (or other including any so-called management letters) submitted to the Borrowers by independent certified public accountants in connection with each annual audit of the books of the Borrowers by such accountants or in connection with any interim audit thereof pertaining to any phase of the business of any Borrower;
(iv) concurrently with each delivery of financial statements pursuant to clause (i) and clause (ii) of this Section 5.1, a chief financial officer's report in substantially the form of Exhibit D hereto, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 5.18 through 5.21, inclusive;
(v) at least 30 days prior to the first day of each fiscal year of the Borrowers, projections of the quarterly balance sheet, income and cash flow statements of the Borrowers for such fiscal year in form acceptable to the Bank) in the case of such consolidated statementsLender, and certified by the chief financial officer in of the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportBorrowers (it being recognized by the Lender that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may materially differ from the projected results);
(bvi) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each monthfinancial statement pursuant to subsection (ii) of this Section 5.1, (i) a consolidated and consolidating detailed aged trial balance sheet of all accounts receivable as of the end last day of each such fiscal quarter, and along with a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer detailed inventory breakdown setting forth an analysis of the Company but subject, however, to normal, recurring yearend adjustments that shall not value of such inventory by location and classification as of the last day of such quarter and otherwise in the aggregate be material in amount form and (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available substance satisfactory to the Company, but in any event within 30 days after the end of each of its fiscal quarters, a report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officerLender;
(dvii) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware obtaining knowledge of the existence thereof, notice of (a) the occurrence of any condition or event that which constitutes a Default or Event of Default, written notice thereof specifying together with the nature and duration thereof and the action being or proposed to be taken with respect thereto;
, (hb) promptly upon becoming aware the occurrence of any condition or event with respect to any Borrower or any Affiliate which could be expected to constitute a material adverse change in or to have a material adverse effect on the business, properties or condition (financial or otherwise) of any Borrower, together with the nature and duration thereof and the action proposed to be taken with respect thereto, (c) any litigation or any investigative proceedings by of a governmental agency or authority commenced or threatened against the Company any Borrower, any Affiliate or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable Plan which could be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially material adverse effect on the assetsbusiness, business properties or prospects condition (financial or otherwise) of the Company any Borrower, or the Company issuance of any judgment, award, decree, order or other determination in or relating to any such litigation or proceedings, (d) the occurrence of a reportable event (as defined in ERISA) or any communications to, or receipt of communications from, the PBGC, the United States Department of Labor or the IRS by any Borrower or any Affiliate relating to any Plan, along with copies of all such communications, (e) the adoption by any Borrower of any stock option or executive compensation plan, whether or not subject to ERISA, and its Subsidiaries on a consolidated basisany Plan subject to ERISA, written notice thereof or the substantial modification of any such plan, along with the vesting and the action being funding schedules and other principal provisions thereof, and (f) any unprivileged communications given or proposed received by any Borrower in any way relating to be taken compliance with, any violation or potential violation of, or any potential liability under, any environmental law or regulation (including those relating to pollution control, hazardous materials and hazardous wastes), along with respect theretocopies of all such communications; and
(jviii) from time to time, such other financial data and information about the Company or its Subsidiaries any Borrower as the Bank Lender may reasonably request.
Appears in 1 contract
Samples: Loan Agreement (Starmet Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) (i) as soon as available to the Company, but in any event within 90 days after the end of each of its fiscal years, a its consolidated and consolidating balance sheet as of the end of each such yearof, and a the related consolidated and consolidating statement statements of income, changes in stockholders' equity and cash flow for for, such yearyear (iAnnual Statementsi), audited and certified by Xxxxxx Xxxxxxxx Coopers & Co. Xxxxxxx (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management report;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a its consolidated and consolidating balance sheet as of the end of, and the related consolidated and consolidating statements of income and cash flow for, the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring year-end adjustments that shall not in the aggregate be material in amount;
(c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a Compliance Report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial officer;
(d) as soon as available to the Company, but in any event within 30 days of the end of each month (1) a consolidated balance sheet as of the end of such fiscal quarter, month and a related consolidated and consolidating statement of income and cash flow for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount, and (ii2) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 days after the end of each of its fiscal quarters, a report in substantially the form of Exhibit F hereto Borrowing Base Report signed on behalf of the Company by its chief financial --------- officer;
(de) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(ef) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company shall send to its stockholders or as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(fg) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gh) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might be likely to have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto; and
(jk) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Parents shall furnish to the BankAgent and to each Lender:
(a) as soon as available to the CompanyParent, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. Price Waterhouse LLP (or other independent certified public accountants acceptable to the BankAgent and the Lenders) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default set out in Sections 5.7, 5.8, 5.9, 6.1 and 6.10 or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyParent, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flow for, the period then ended, certified by the principal financial officer of the Company Parent but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Parent by its chief financial --------- officer;
(d) within 10 business days after the end of each fiscal month, a report in substantially the form of Exhibit G hereto signed on behalf of the Borrowers by their chief financial officers;
(e) promptly after the receipt thereof by the CompanyParent, copies of any reports submitted to the Company Parent by independent public accountants in connection with any interim review of the accounts of the Company Parent made by such accountants;
(ef) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company Parent shall send to its stockholders or as the Parent may file with 101 the Securities and Exchange Commission or any governmental authority (excluding tax returns, except on request) at any time having jurisdiction over the Company Parent or its Subsidiaries;
(fg) if and when the Company Parent, or any Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan Plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Report Event given or required to be given to the PBGC;
(gh) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Parent or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company Parent and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Parent or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(k) within 45 days after the beginning of each fiscal year, budgets for the Parent and its Subsidiaries for such fiscal year, on a quarter-by- quarter basis and in such detail as the Agent may reasonably request; and
(jl) the Company and GE will provide the Agent copies of all written notices or other material written communications given or received by the Company and/or GE pursuant to or in connection with the Asset Purchase Agreement, including without limitation claims for indemnification under Section 9 of the Asset Purchase Agreement, provided, however, that any notices relating to claims for losses that result from (i) customer returns and (ii) duties, tariffs, excise taxes or penalties, which claims represent losses from Quarterly Claims (as defined in the Asset Purchase Agreement) may be provided to the Agent on a quarterly basis in the form of a statement of such Quarterly Claims as provided in Section 9.3 of the Asset Purchase Agreement. Neither Company nor GE will enter into any amendment or modification of or waive any of the provisions of the Asset Purchase Agreement, including without limitation claims for indemnification under Section 9 of the Asset Purchase Agreement.
(m) from time to time, such other financial data and information about the Company Parent or its Subsidiaries as the Bank Agent or the Lenders may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Brookstone Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankLender:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated Consolidated and consolidating Consolidating balance sheet as of the Borrower Affiliated Group as at the end of each such yearof, and a related consolidated Consolidated and consolidating Consolidating statement of income, changes in stockholders' equity retained earnings and cash flow for for, such yearfiscal year prepared in accordance with GAAP and, audited and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statementsConsolidated financial statements only, and certified by independent certified public accountants satisfactory to Lender that such statements present fairly the chief financial officer position of the members of the Borrower Affiliated Group prepared in the case of such consolidating statementsaccordance with GAAP applied in a manner consistent with past practices; and, and concurrently with such financial statements, a copy of said written statement by such independent certified public accountants' management reportaccountants that, in the making of the audit necessary for their report and opinion upon such Consolidated and Consolidating financial statements, they have obtained no knowledge of any Default or Event of Default under Sections 5.9, 5.10 or 5.16 hereof, or, if in the opinion of such accountant such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as a soon as available available, but in any event within 45 days after the end of each fiscal quarter of each fiscal year of the Borrower Affiliated Group, the Consolidated and Consolidating balance sheet of the Borrower Affiliated Group as at the end of, and related Consolidated and Consolidating statements of income, retained earnings and cash flow for, the portion of the year then ended and for the fiscal quarter then ended, prepared in accordance with GAAP applied in a manner consistent with the audited financial statements required by Section 5.1(a) above (subject to normal year-end audit adjustments, none of which shall be materially adverse) and certified pursuant to the Companyreport to be delivered to Lender under Section 5.1(e) below;
(c) a soon as available, but in any event within 30 days after the end of each monthfiscal month of each fiscal year of the Borrower Affiliated Group, (i) a consolidated the Consolidated and consolidating Consolidating balance sheet as of the Borrower Affiliated Group as at the end of each such fiscal quarterof, and a related consolidated Consolidated and consolidating statement Consolidating statements of income income, retained earnings and cash flow for, the portion of the year then ended and for the period fiscal month then ended, prepared in accordance with GAAP applied in a manner consistent with the audited financial statements required by Section 5.1(a) above (subject to normal year-end audit adjustments, none of which shall be materially adverse);
(d) promptly as they become available, a copy of each report (including any so-called management letters) submitted to any member of the Borrower Affiliated Group by independent certified public accountants in connection with each Consolidated and Consolidating annual audit of the books of any member of the Borrower Affiliated Group, or to all or any combination of such members of the Borrower Affiliated Group, by such accountants or in connection with any interim audit thereof pertaining to any phase of the principal business of all or any members of the Borrower Affiliated Group;
(e) concurrently with each delivery of each Consolidated and Consolidating financial statements pursuant to Subsection 5.1(a) and Subsection 5.1(b) of this Section 5.1, a report signed on behalf of the chief financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 days after the end of each of its fiscal quarters, a report Borrower in substantially the form of Exhibit F E hereto signed on behalf of (each, a "CFO REPORT"), and including, without limitation, computations in reasonable detail evidencing compliance with the Company by its chief financial --------- officer;covenants contained in Subsections 5.16
(da) promptly after the receipt thereof by the Companythrough 5.16(e), copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiariesinclusive;
(f) if and when on or before the Company gives or is required to give notice 30th day prior to the PBGC commencement of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member each fiscal year of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable EventBorrower Affiliated Group, a copy Consolidated and Consolidating pro forma forecast and business plan for the Borrower Affiliated Group for such fiscal year (including, without limitation, a Consolidated and Consolidating pro forma balance sheet and related Consolidated and Consolidating statements of the notice of income, retained earnings and cash flow, along with any material reforecasts or amended business plan prepared at any time during such Reportable Event given or required to be given to the PBGCfiscal year);
(g) immediately upon becoming aware promptly after obtaining knowledge of the existence thereof, notice of (i) the occurrence of any condition or event that which constitutes a Default or Event of Default, written notice thereof specifying together with the nature and duration thereof and the action being or proposed to be taken with respect thereto;
, (hii) promptly upon becoming aware the occurrence of any condition or event with respect to the Borrower or any member of the Borrower Affiliated Group or any Affiliate which could be expected to constitute a material adverse change in or to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower Affiliated Group taken as a whole, together with a description of the nature and duration thereof and the action proposed to be taken with respect thereto, (iii) any litigation or any investigative proceedings by of a governmental agency or authority commenced or threatened against the Company Borrower or any member of its Subsidiaries regarding the Borrower Affiliated Group, any environmental hazard or condition Affiliate or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable Plan which could be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially material adverse effect on the assetsbusiness, business properties or prospects condition (financial or otherwise) of the Company Borrower Affiliated Group taken as a whole, or the Company issuance of any judgment, award, decree, order or other determination in or relating to any such litigation or proceedings, (iv) the occurrence of a reportable event (as defined in ERISA) or any communications to, or receipt of communications from, the PBGC, the United States Department of Labor or the IRS by the Borrower or any member of the Borrower Affiliated Group or any Affiliate relating to any Plan, along with copies of all such communications relating to any matter which, if adversely determined, could reasonably be expected to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower Affiliated Group taken as a whole, (v) the adoption by the Borrower or any member of the Borrower Affiliated Group of any stock option or executive compensation plan, whether or not subject to ERISA, and its Subsidiaries any Plan subject to ERISA, or the substantial modification of any such plan, along with the vesting and funding schedules and other principal provisions thereof, and (vi) any communications given or received by the Borrower or any member of the Borrower Affiliated Group in any way relating to compliance with, any violation or potential violation of, or any potential liability under, any environmental law or regulation (including those relating to pollution control, hazardous materials and hazardous wastes), along with copies of all such communications to the extent such communication relates to any matter which, if adversely determined, could reasonably be expected to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower Affiliated Group taken as a consolidated basis, written notice thereof and the action being or proposed to be taken with respect theretowhole; and
(jh) from time to time, such other financial data and other information about or documents (financial or non-financial) relating to the Company or its Subsidiaries Borrower Affiliated Group as the Bank Lender may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Mexican Restaurants Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankAdministrative Agent:
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of each fiscal year of its fiscal yearsthe Borrower Affiliated Group, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in stockholders' equity and cash flow for for, such year, prepared in accordance with GAAP and audited and certified without qualification by Xxxxxx Xxxxxxxx & Co. (BDO Sxxxxxx, or other independent certified public accountants a "Big Five" accounting firm, or another nationally recognized accounting firm reasonably acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportAdministrative Agent;
(b) as soon as available to the Companyavailable, but in any event within 30 45 days after the end of each monthfiscal quarter of the Borrower Affiliated Group, (i) a consolidated and consolidating Consolidated balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer of the Company Borrower, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------materially adverse;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.l, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Borrower Affiliated Group by its the chief financial --------- officerofficer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 6.5 through 6.8 hereof, inclusive, and a representation by such officer that no Default or Event of Default has occurred or is continuing;
(d) promptly after upon the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are availablefiling thereof, copies of all proxy registration statements, financial proxy statements and annual, quarterly, monthly or other reports as which the Company may file Borrower or any other member of the Borrower Affiliated Group files with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over (including without limitation, copies of all reports on Form 8-K that the Company or its SubsidiariesBorrower files with the Securities and Exchange Commission);
(fe) if and when the Company Borrower or any other member of the Borrower Affiliated Group gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) Event with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gf) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a Material Adverse Effect, written notice thereof specifying the nature thereof and duration the action being or proposed to be taken with respect thereto; and immediately upon receipt thereof, copies of any notice (whether formal or informal) of any cancellation, termination or material change in any insurance maintained by any member of the Borrower Affiliated Group;
(g) promptly upon becoming aware of any litigation or of any investigative proceedings by any Person, including, without limitation, any governmental agency or authority commenced or threatened against the Borrower or any other member of the Borrower Affiliated Group of which it has notice, or of a material change in any such existing litigation or proceedings, the outcome of which could reasonably be expected to have a Material Adverse Effect, written notice thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any other member of its Subsidiaries the Borrower Affiliated Group regarding any environmental hazard or condition potential violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statuteHazardous Material, rule or regulation in either case, the outcome of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termwhich could have a Material Adverse Effect, written notice thereof thereof, copies of all correspondence, reports and other materials furnished to or prepared by any member of the Borrower Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware at least 30 days' prior written notice of any litigation change in its name or of corporate form or state or organization or any change in the name or names under which the Borrower's or any other investigative proceedings by member of the Borrower Affiliated Group's business is transacted; and, without prejudice to Sections 5.2(d) and (e) or the requirements of a governmental agency Permitted Acquisition, promptly after the formation or authority commenced or threatened against acquisition thereof, but in no event less frequently than quarterly, a list of all new Subsidiaries of the Company Borrower or any of its Subsidiaries of Subsidiaries; and promptly after entering into any contract, agreement or license which it has notice, is material to the outcome of which would operations or might have a materially adverse effect on the assets, business or prospects of the Company Borrower or any other member of the Company Borrower Affiliated Group, but in no event less frequently than quarterly, a list of such new contracts, agreements and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; andlicenses;
(j) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Borrower and each other member of the Borrower Affiliated Group (including accountants' management letters) as the Administrative Agent or any Bank (through the Administrative Agent) may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) as soon as available to the Company, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. PricewaterhouseCoopers LLP (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthof its fiscal quarters (or, (i) in the case of cash flow statements, 90 days after the end of each fiscal year), a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flow for, the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount, along with the original projections for such period and (ii) a borrowing base report substantially in the form same financial statements for the same period of Exhibit E; ----------the prior year;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5. 1, a report in substantially the form of Exhibit F G hereto signed on behalf of the Company by its chief financial --------- officer;
(d) within 30 days after the end of (i) each month in which any Loan or Letter of Credit is outstanding and (ii) each fiscal quarter in which no Loan or Letter of Credit is outstanding, a Borrowing Base Certificate provided that the -------- Company shall be required to furnish to the Bank a Borrowing Base Certificate prior to requesting its first Loan or Letter of Credit hereunder;
(e) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankLender:
(ai) as soon as available to the CompanyBorrower, but in any event within 90 days after each fiscal year-end, the balance sheet of the Borrower as at the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement statements of income, changes in stockholders' equity retained earnings and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable to the Bank) year prepared in the case of such consolidated statements, accordance with GAAP and certified by the chief Accountants that such statements present fairly the financial officer in position of the case of such consolidating statementsBorrower; and, and concurrently with such financial statements, a copy written statement by the Accountants that, in the making of said certified public accountants' management reportthe audit necessary for their report and opinion upon such financial statements, they have obtained no knowledge of any Default or Event of Default, or, if in the opinion of the Accountants such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(bii) as soon as available to the CompanyBorrower, but in any event within 30 45 days after the end of each monthQuarter of each fiscal year of the Borrower, the balance sheet of the Borrower as at the end of, and related statements of income, retained earnings and cash flow for, the portion of the year then ended and for the Quarter then ended, prepared in accordance with GAAP applied in a manner consistent with the audited financial statements required by clause (i) above (subject to normal year-end audit adjustments, and excluding footnotes required by GAAP) and certified pursuant to the report to be delivered to the Lender under clause (iv) of this Section 5.1;
(iii) promptly as they become available, a consolidated and consolidating balance sheet as copy of each report (including any so-called management letters) submitted to the Borrower by the Accountants in connection with each annual audit of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer books of the Company but subject, however, Borrower by such Accountants or in connection with any interim audit thereof pertaining to normal, recurring yearend adjustments that shall not in any phase of the aggregate be material in amount business of the Borrower;
(iv) concurrently with each delivery of financial statements pursuant to clause (i) and clause (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 days after the end of each of its fiscal quartersthis Section 5.1, a chief financial officer's report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officerEXHIBIT C hereto;
(dv) within fifteen (15) Business Days after the close of each fiscal month of the Borrower, a Borrowing Base and Compliance Certificate in substantially the form of EXHIBIT D hereto, PROVIDED that if there are no Revolving Loans outstanding, the Borrower may deliver such Certificate quarterly, and PROVIDED, FURTHER, that such Certificate must, in any event, be delivered prior to any Revolving Loan being made by the Lender to the Borrower;
(vi) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware obtaining knowledge of the existence thereof, notice of (a) the occurrence of any event which constitutes a Default or Event of Default, (b) the occurrence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
to the Borrower or any Affiliate of the Borrower which could reasonably be expected to constitute a material adverse change in or to have a material adverse effect on the business, properties or condition (hfinancial or otherwise) promptly upon becoming aware of the Borrower, (c) any litigation or any investigative proceedings by of a governmental agency or authority commenced or threatened against the Company Borrower, any Affiliate of the Borrower or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable Plan which could reasonably be expected to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially material adverse effect on the assetsbusiness, business properties or prospects condition (financial or otherwise) of the Company Borrower, or the Company issuance of any judgment, award, decree, order or other determination in or relating to any such litigation or proceedings that is materially adverse to the Borrower, (d) the occurrence of a reportable event (as defined in ERISA), (e) any communications to, or receipt of communications from, the Pension Benefit Guaranty Corporation, the Internal Revenue Service or the Department of Labor by the Borrower or any Affiliate relating to any Plan that contain any information, or notice of any event or occurrence (or lack thereof), that could reasonably be expected to have a material adverse effect on the business, properties or condition (financial or otherwise) of the Borrower, along with copies of all such communications, (f) the adoption by the Borrower of any Plan subject to ERISA or the substantial modification of any such Plan, and its Subsidiaries any option plan or executive compensation or incentive plan (whether or not subject to ERISA), along with the vesting and funding schedules and other principal provisions thereof, and (g) any communications given or received by the Borrower in any way relating to compliance with, any violation or potential violation of, or any potential liability under, any environmental law or regulation (including those relating to pollution control, hazardous materials and hazardous wastes) that could reasonably be expected to have a material adverse effect on a consolidated basisthe business, written notice thereof and properties or condition (financial or otherwise) of the action being or proposed to be taken Borrower, along with respect theretocopies of all such communications; and
(jvii) from time to time, such other financial data and information about the Company or its Subsidiaries Borrower as the Bank Lender may reasonably request.
Appears in 1 contract
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the BankLender:
(a) as soon as available to the CompanyBorrower, but in any event within 90 one hundred twenty (120) days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of incomeincome for, changes in stockholders' equity and cash flow for for, such year, audited and certified unqualified by Xxxxxx Xxxxxxxx & Co. (or other an independent certified public accountants accountant acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsLender; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyBorrower, but in any event within 30 no later than forty-five (45) days after the end of each monthfiscal quarter, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income and consolidated cash flow and changes in equity for the period then ended, certified ended prepared internally by the principal financial officer or on behalf of the Company but subjectBorrower and the Guarantor Group in accordance with GAAP and certified as accurate and complete by Borrower's president, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------treasurer or chief accounting officer;
(c) as soon as available to the CompanyBorrower, but in any no event within 30 later forty-five (45) days after the end of each of its fiscal quartersquarter, a report certificate in substantially the form of Exhibit F B hereto signed internally prepared by or on behalf of the Company Borrower and Guarantor Group and certified as accurate and complete by its Borrower's president, treasurer or chief financial --------- accounting officer;
(d) as soon as available by the Borrower, but in no event later than forty-five (45) days after the end of each month, monthly consolidated balance sheet, related statements of income and changes in equity and cash flow internally prepared by or on behalf of Borrower and the Guarantor Group in accordance with GAAP and certified as accurate and complete by Borrower's president, treasurer or chief accounting officer;
(f) promptly after the receipt thereof by the CompanyBorrower or any member of the Guarantor Group, copies of any reports submitted to the Company Borrower or any member of the Guarantor Group by independent public accountants in connection with any interim review of the accounts of the Company Borrower and the Guarantor Group made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(fg) if and when the Company Borrower and any member of the Guarantor Group gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gh) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or Borrower, any of its Subsidiaries regarding any environmental hazard or condition officers, directors, stockholders or any spillprincipals thereof, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar termmember of the Guarantor Group of which it has notice, and which is a single claim in excess of $100,000, or which with other such claims in the aggregate exceeds $250,000 the outcome of which would reasonably be likely to have a materially adverse effect on the assets, business or financial condition of the Borrower or any member of the Guarantor Group, written notice thereof and the action being or proposed to be taken with respect thereto;
(ij) promptly upon becoming aware of any litigation judgment or order for the payment of any other investigative proceedings by a governmental agency or authority commenced or threatened money entered against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects member of the Company Guarantor Group, by any court, or a warrant of attachment or execution or similar process issued or levied against the Company property of the Borrower or any member of the Guarantor Group, which is a single judgment in excess of $100,000 or, which with other outstanding judgments against the Borrower and its Subsidiaries on a consolidated basisthe Guarantor Group, in the aggregate exceeds $250,000 in value, written notice thereof and the action being or proposed to be taken with respect thereto; and
(j) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.;
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Bird Corp)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:
(a) as soon as available to the CompanyBorrower, but in any event within 90 100 days after the end of each of its fiscal years, a consolidated and consolidating Consolidated balance sheet as of the end of each such year, and a the related consolidated Consolidated and consolidating statement Consolidating statements of income, changes in stockholders' equity and cash flow for such year, audited and certified by Xxxxxx Xxxxxxxx & Co. KMPG, LLP, (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified national standing selected by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportBorrower);
(b) as soon as available to the CompanyBorrower, but in any event within 30 days after the end of each month, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 55 days after the end of each of its fiscal quarters, (i) the Consolidated balance sheet as of the end of such quarter, and a related Consolidated statements of income and cash flow for the period then ended, certified by the chief financial officer of the Borrower but subject, however, to normal, recurring year-end adjustments that shall not in the aggregate be material in amount, (ii) Forms XXX-0, XXX-00 and a Call Report (as applicable) for the Borrower (on a parent only basis) and for each of the Borrower's banking subsidiaries for the period then ended, certified by the cashier or other authorized officer of each such Subsidiary, in the forms required to be filed by the Borrower and each such Subsidiary by the FFIEC; and (iii) SEC Forms 10K and 10Q, as applicable for the Borrower on a Consolidated Basis.
(c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a report in substantially the form of Exhibit F E, hereto signed on behalf of the Company Borrower by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its SubsidiariesCommission;
(fe) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gf) immediately upon within five (5) Business Days of the Chief Executive Officer or the Chief Financial Officer of the Borrower becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(g) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries, the outcome of which, singly or in the aggregate, could have an adverse effect of more than $5,000,000.00, not covered by insurance, on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a Consolidated Basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries regarding any environmental hazard or condition violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has noticeHazardous Material, the outcome of which would which, singly or might in the aggregate, could have a materially an adverse effect of more than $5,000,000.00, not covered by insurance, on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basisConsolidated Basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(ji) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries as the Bank may reasonably request. Notwithstanding the preceding, the Bank and the Borrower acknowledge that they are each engaged in the business of banking and certain incidental activities, and that they compete from time to time for, among other things, consumer and commercial loan customers and depositors. As such, the Borrower and its Subsidiaries shall not be obligated to furnish to the Bank any information that constitutes confidential or proprietary information, a trade secret or any other form of material non-public information, the absence of which would not have a material adverse effect upon the Bank's ability to monitor or collect the indebtedness evidenced by the Term Note ("Confidential Information"). In the event that the Borrower or a Subsidiary does supply Confidential Information to the Bank, the Bank shall maintain the Confidential Information in strict confidence and shall only disclose Confidential Information to Permitted Transferees to the extent permitted by Section 5.5 hereof. Moreover, the Bank hereby confirms that it is aware, and that any Permitted Transferees of such information shall be advised, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or tipping or advising others regarding trading in such securities. Accordingly, the Bank agrees that it shall not use, or knowingly cause or permit any Permitted Transferee or third party to use, any Confidential Information in contravention of such securities laws or any similar rules or regulations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Financial Institutions Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- shall furnish to the Bank:
(a) as soon as available to the Company, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such year, and a the related consolidated and consolidating statement statements of income, changes in stockholders' equity and cash flow for such year, audited and certified by Xxxxxx Xxxxxxxx & Co. Arthur Andersen LLP (or other independent certified public accountants xxxxxx xxxxxxxxnts acceptable to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements, it being understood that the Company may submit its Report on Form 10-K as filed with the Securities and Exchange Commission to satisfy this covenant; and, concurrently with such financial statements, a copy written statement by such accountants that, in the making of said certified public accountants' management reportthe audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the Company, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a the consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement statements of income and cash flow for the period then ended, certified by the principal chief financial officer of the Company but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount amount, it being understood that the Company may submit its Report on Form 10-Q as filed with the Securities and (ii) a borrowing base report substantially in the form of Exhibit E; ----------Exchange Commission to satisfy this covenant;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company by its chief financial --------- officer;
(d) promptly after upon the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are availablefiling thereof, copies of all proxy statements, financial statements and reports as the Company shall send to its stockholders or as the Company may file with the Securities and Exchange Commission Commission, the Massachusetts Department of Public Utilities or any other governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(fe) if and when the Company gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gf) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(g) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition potential violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has noticeHazardous Material, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(ji) from time to time, such other financial data and information about the Company or its Subsidiaries as the Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit Agreement (Essex County Gas Company)
Financial Statements and other Reporting Requirements. The Company Parent ----------------------------------------------------- shall furnish to the BankAgent and to each Lender:
(a) as soon as available to the CompanyParent, but in any event within 90 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such year, audited and certified by Xxxxxx Xxxxxxxx & Co. Price Waterhouse LLP (or other independent certified public accountants acceptable to the BankAgent and the Lenders) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportreport and a written statement by such accountants that, in the making of the audit necessary for their report and opinion upon such financial statements they have obtained no knowledge of any Default set out in Sections 5.7, 5.8, 5.9,
6.1 and 6.10 or, if in the opinion of such accountants any such Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available to the CompanyParent, but in any event within 30 45 days after the end of each monthof its fiscal quarters, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income for and cash flow for, the period then ended, certified by the principal financial officer of the Company Parent but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis Section 5.1, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Parent by its chief financial --------- officer;
(d) within 10 business days after the end of each fiscal month, a report in substantially the form of Exhibit G hereto signed on behalf of the Borrowers by --------- their chief financial officers;
(e) promptly after the receipt thereof by the CompanyParent, copies of any reports submitted to the Company Parent by independent public accountants in connection with any interim review of the accounts of the Company Parent made by such accountants;
(ef) promptly alter after the same are available, copies of all proxy statements, financial statements and reports as the Company Parent shall send to its stockholders or as the Parent may file with the Securities and Exchange Commission or any governmental authority (excluding tax returns, except on request) at any time having jurisdiction over the Company Parent or its Subsidiaries;
(fg) if and when the Company Parent, or any Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan Plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gh) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(hi) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries regarding any environmental hazard or condition or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company Parent or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company Parent and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(j) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Parent or any of its Subsidiaries regarding any potential violation of Environmental Laws or any spill, release, discharge or disposal of any Hazardous Material, written notice thereof and the action being or proposed to be taken with respect thereto;
(k) within 45 days after the beginning of each fiscal year, budgets for the Parent and its Subsidiaries for such fiscal year, on a quarter-by-quarter basis and in such detail as the Agent may reasonably request; and
(jl) from time to time, such other financial data and information about the Company Parent or its Subsidiaries as the Bank Agent or the Lenders may reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Brookstone Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:
(a) as soon as available to the CompanyBorrower, but in any event within 90 100 days after the end of each of its fiscal years, a consolidated and consolidating balance sheet as of the end of each such year, and a the related consolidated and consolidating statement statements of income, changes in stockholders' equity and cash flow for such year, audited and certified by Xxxxxx Xxxxxxxx & Co. KMPG, LLP, (or other independent certified public accountants acceptable to the Bank) in the case of such consolidated statements, and certified national standing selected by the chief financial officer in the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportBorrower);
(b) as soon as available to the CompanyBorrower, but in any event within 30 days after the end of each month, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarter, and a related consolidated and consolidating statement of income for the period then ended, certified by the principal financial officer of the Company but subject, however, to normal, recurring yearend adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------
(c) as soon as available to the Company, but in any event within 30 55 days after the end of each of its fiscal quarters, (i) the consolidated balance sheet as of the end of such quarter, and a related consolidated statements of income and cash flow for the period then ended, certified by the chief financial officer of the Borrower but subject, however, to normal, recurring year-end adjustments that shall not in the aggregate be material in amount, (ii) Forms XXX-0, XXX-00 and a Call Report (as applicable) for the Borrower (on a parent only basis) and for each of the Borrower's banking subsidiaries for the period then ended, certified by the cashier or other authorized officer of each such Subsidiary, in the forms required to be filed by the Borrower and each such Subsidiary by the FFIEC; and (iii) SEC Forms 10K and 10Q, as applicable for the Borrower on a consolidated basis.
(c) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.1, a report in substantially the form of Exhibit F E, hereto signed on behalf of the Company Borrower by its chief financial --------- officer;
(d) promptly after the receipt thereof by the Company, copies of any reports submitted to the Company by independent public accountants in connection with any interim review of the accounts of the Company made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company Borrower shall send to its stockholders or as the Borrower may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its SubsidiariesCommission;
(fe) if and when the Company Borrower gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(gf) immediately upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto;
(g) promptly upon becoming aware of any litigation or of any investigative proceedings by a governmental agency or authority commenced or threatened against the Borrower or any of its Subsidiaries, the outcome of which, singly or in the aggregate, could have an adverse effect of more than $250,000, not covered by insurance, on the assets, business or prospects of the Borrower or the Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto;
(h) promptly upon becoming aware of any investigative proceedings by a governmental agency or authority commenced or threatened against the Company Borrower or any of its Subsidiaries regarding any environmental hazard or condition violation of Environmental Laws or any spill, release, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, as hazardous or toxic material, hazardous or toxic substance or any similar term, written notice thereof and the action being or proposed to be taken with respect thereto;
(i) promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened against the Company or any of its Subsidiaries of which it has noticeHazardous Material, the outcome of which would which, singly or might in the aggregate, could have a materially an adverse effect of more than $250,000, not covered by insurance, on the assets, business or prospects of the Company Borrower or the Company Borrower and its Subsidiaries on a consolidated basis, written notice thereof and the action being or proposed to be taken with respect thereto; and
(ji) from time to time, such other financial data and information about the Company Borrower or its Subsidiaries as the Bank may reasonably request. Notwithstanding the preceding, the Bank and the Borrower acknowledge that they are each engaged in the business of banking and certain incidental activities, and that they compete from time to time for, among other things, consumer and commercial loan customers and depositors. As such, the Borrower and its Subsidiaries shall not be obligated to furnish to the Bank any information that constitutes confidential or proprietary information, a trade secret or any other form of material non-public information, the absence of which would not have a material adverse effect upon the Bank's ability to monitor or collect the indebtedness evidenced by the Note ("Confidential Information"). In the event that the Borrower or a Subsidiary does supply Confidential Information to the Bank, the Bank shall maintain the Confidential Information in strict confidence and shall only disclose Confidential Information to Permitted Transferees to the extent permitted by Section 5.5 hereof. Moreover, the Bank hereby confirms that it is aware, and that any Permitted Transferees of such information shall be advised, that the United States securities laws prohibit any person who has material non-public information about a company from purchasing or selling securities of such company or tipping or advising others regarding trading in such securities. Accordingly, the Bank agrees that it shall not use, or knowingly cause or permit any Permitted Transferee or third party to use, any Confidential Information in contravention of such securities laws or any similar rules or regulations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Financial Institutions Inc)
Financial Statements and other Reporting Requirements. The Company ----------------------------------------------------- Borrower shall furnish to the Bank:Administrative Agent (which will in turn furnish to each of the Banks):
(a) as soon as available to the Companyavailable, but in any event within 90 days after the end of (x) the period commencing on the Closing Date and ending on December 31, 2000, and (y) each fiscal year of its fiscal yearsthe Borrower Affiliated Group thereafter, a consolidated and consolidating Consolidated balance sheet as of the end of each such yearof, and a related consolidated and consolidating Consolidated statement of income, changes in stockholders' equity and cash flow for for, such period or year, as applicable, prepared in accordance with GAAP and audited and certified by Xxxxxx Xxxxxxxx & Co. (a "Big Five" accounting firm or other independent certified public accountants acceptable accounting firm reasonably satisfactory to the Bank) in the case of such consolidated statements, and certified by the chief financial officer in the case of such consolidating statementsAdministrative Agent; and, concurrently with such financial statements, a copy of said certified public accountants' management reportletter and a written statement by such accountants that, in the making of the audit necessary for their letter and opinion upon such financial statements they have obtained no knowledge of any Default or Event of Default under any of Sections 6.7 through 6.12, inclusive, or, if in the opinion of such accountants any such Default or Event of Default exists, they shall disclose in such written statement the nature and status thereof;
(b) as soon as available available, but in any event within 45 days after the end of each of the first three fiscal quarters of the Borrower Affiliated Group, a Consolidated balance sheet as of the end of, and a related Consolidated statement of income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the fiscal quarter then ended, prepared in accordance with GAAP (without footnotes) and certified by the chief financial officer of the Borrower, but subject, however, to normal year-end audit adjustments that shall not in the Companyaggregate be materially adverse;
(c) as soon as available, but in any event within 30 days after the end of each monthfiscal month of the Borrower Affiliated Group, (i) a consolidated and consolidating Consolidated balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating Consolidated statement of income income, changes in stockholders' equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal month then ended, prepared in accordance with GAAP (without footnotes) and certified by the principal chief financial officer of the Company Borrower, but subject, however, to normal, recurring yearend normal year-end audit adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------materially adverse;
(cd) as soon as available to the Companypractical and, but in any event event, within 30 15 days after the end of each fiscal month of its the Borrower, a written report in the form of Exhibit F --------- hereto (such report being hereinafter referred to as a "Borrowing Base Report"), setting forth the Borrowing Base as of the last day of such fiscal quartersmonth and including a break-down of all Indebtedness in respect of purchase money security interests on Inventory of the Credit Parties as of the last day of such fiscal month in detail reasonably satisfactory to the Administrative Agent, certified on behalf of the Credit Parties by the chief financial officer of the Borrower;
(e) on or before the 30th day after the first day of each fiscal year of the Borrower Affiliated Group, (i) an annual operating budget presented on a quarterly basis for such fiscal year, and (ii) Consolidated pro forma --- ----- projections of the Borrower Affiliated Group for such succeeding fiscal year in form reasonably acceptable to the Administrative Agent (it being recognized by the Administrative Agent that projections as to future results are not to be viewed as facts and that the actual results for the period or periods covered by the projections may differ from the projected results);
(f) concurrently with the delivery of each financial statement pursuant to subsections (a) and (b) of this Section 5.l, a report in substantially the form of Exhibit F G hereto signed on behalf of the Company Borrower Affiliated Group by its the --------- chief financial --------- officerofficer of the Borrower, and including, without limitation, computations in reasonable detail evidencing compliance with the covenants contained in Sections 6.7 through 6.11, inclusive;
(dg) promptly as soon as practical and, in any event, within 90 days after the receipt thereof Closing Date, the Opening Balance Sheet, which shall be prepared by the Companychief financial officer of the Borrower and reviewed by Deloitte and Touche, LLP, which review shall not result in any material changes to the Opening Balance Sheet;
(h) upon the Administrative Agent's request from time to time, copies of any reports submitted to any member of the Company Borrower Affiliated Group by independent public accountants in connection with any interim review of the accounts of the Company Borrower or such member of the Borrower Affiliated Group made by such accountants;
(ei) promptly alter after the same are available, copies of all proxy financial statements, financial statements proxy material, and reports as the Company Borrower or any other member of the Borrower Affiliated Group shall send to its stockholders or that the Borrower or any other member of the Borrower Affiliated Group may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its SubsidiariesCommission;
(fj) if and when the Company Borrower or any other member of the Borrower Affiliated Group gives or is required to give notice to the PBGC of any "Reportable Event" (as defined in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group or the plan administrator of any Plan has given or is required to give notice of any such Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC or, if such notice is not given to the PBGC, a description of the content of the notice that would be required to be given;
(gI) immediately upon becoming aware of the existence of any condition or event (i) that constitutes a Default or Event of Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto or (ii) affecting the Borrower or any other member of the Borrower Affiliated Group which could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), assets, operations or prospects of the Borrower Affiliated Group taken as a whole, written notice thereof specifying the nature thereof and the action being or proposed to be taken with respect thereto; and (II) immediately upon receipt thereof, copies of any written notice of any cancellation, termination or material change in any insurance maintained by any member of the Borrower Affiliated Group;
(hl) promptly upon becoming aware of any litigation or of any investigative proceedings by a any Person, including, without limitation, any governmental agency or authority commenced or threatened in writing against the Company Borrower or any other member of its Subsidiaries regarding the Borrower Affiliated Group of which it has notice, or of a material change in any environmental hazard such existing litigation or condition or any spillproceedings, releasethe outcome of which could reasonably be expected to have a materially adverse effect on the business, discharge or disposal of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to such property, assets, operations, condition (financial or otherwise), or prospects of the Borrower Affiliated Group taken as hazardous or toxic material, hazardous or toxic substance or any similar terma whole, written notice thereof and the action being or proposed to be taken with respect thereto;
(im) except to the extent otherwise provided in the Environmental Indemnity Agreement, promptly upon becoming aware of any litigation or of any other investigative proceedings by a governmental agency or authority commenced or threatened in writing against the Company Borrower or any of its Subsidiaries of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects other member of the Company Borrower Affiliated Group regarding any potential violation of Environmental Laws or the Company and its Subsidiaries on a consolidated basisany spill, release, discharge or disposal of any Hazardous Material, written notice thereof thereof, copies of all correspondence, reports and other materials furnished to or prepared by any member of the Borrower Affiliated Group (or its representatives) in connection therewith and the action being or proposed to be taken with respect thereto;
(n) simultaneously with the giving thereof by the Borrower or any other member of the Borrower Affiliated Group, copies of any notice of optional redemption given pursuant to Section 9.2 of the FCF Purchase Agreement;
(o) at least 5 Business Days after entering into any Real Property Lease or any Material Contract, written notice thereof to the Administrative Agent, provided that if such Real Property Lease or Material Contract provides -------- for payments in the aggregate to or from any member of the Borrower Affiliated Group in excess of $5,000,000, such written notice shall be provided at least 5 Business Days prior to entering into such Real Property Lease or Material Contract; and
(jp) from time to time, with reasonable promptness, such other financial data and other information or documents (financial or non-financial) about the Company or its Subsidiaries Borrower and each other member of the Borrower Affiliated Group as the Administrative Agent or any Bank may reasonably request.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Wm Acquisition Inc)
Financial Statements and other Reporting Requirements. The Company Lessee shall ----------------------------------------------------- shall furnish to the BankLessor:
(a) as soon as available to the Companyavailable, but in any event within 90 ninety (90) days after the end of each fiscal year of its fiscal yearsthe Lessee, a consolidated and consolidating balance sheet as of the end of each such yearof, and a related consolidated and consolidating statement of income, changes in stockholders' equity and cash flow for for, such fiscal year, audited complied internally and certified by Xxxxxx Xxxxxxxx & Co. (or other independent certified public accountants acceptable to the Bank) prepared in the case of such consolidated statements, accordance with GAAP and certified by the chief financial officer in Controller of the case of such consolidating statements; and, concurrently with such financial statements, a copy of said certified public accountants' management reportParent;
(b) as soon as available to the Companyavailable, but in any event within 30 forty-five (45) days after the end of each monthfiscal quarter of the Lessee, (i) a consolidated and consolidating balance sheet as of the end of each such fiscal quarterof, and a related consolidated and consolidating statement of income income, changes in equity and cash flow for, the portion of the fiscal year then ended and for the period fiscal quarter then ended, prepared in accordance with GAAP and certified by the principal financial officer Controller of the Company Parent, but subject, however, to normal, recurring yearend year-end adjustments that shall not in the aggregate be material in amount and (ii) a borrowing base report substantially in the form of Exhibit E; ----------amount;
(c) as soon as available to concurrently with the Company, but in any event within 30 days after the end delivery of each financial statement pursuant to subsections (a) and (b) of its fiscal quartersthis section, a report in substantially the form of Exhibit F hereto signed on behalf of the Company Lessee by the Controller of the Parent which shall include (i) computations in reasonable detail evidencing compliance with the financial covenants contained herein, (ii) a certification that the signer of such certificate has made, or caused to be made by individuals under has authority and direction, a reasonable investigation concerning the Equipment and the Lessee's compliance with its chief financial --------- officerobligations under this Agreement and the other Lease Documents and that no Default or Event of Default has occurred or, if it has, a statement of the actions taken by the Lessee with respect thereto, (iii) the make, model and manufacturer's serial number of each Unit; (iv) the manufacturer's serial number of any Unit that has become lost, destroyed, irreparably damaged or otherwise permanently rendered unfit or unavailable for use since the date of the previous report delivered pursuant to this subsection (c) (or since the commencement of the Term in the case of the first such report); (v) that the Equipment has been kept in good order and repair or is then being repaired in accordance with (S) 9.3; and (vi) that the location and identification requirements of (S)(S) 7.26 and 10.9 have been complied with in the case of each Unit;
(d) at least thirty (30) days prior to the end of each calendar year, a budget with respect to the Facility for the next succeeding calendar year (including an operating expense budget with appropriate provision made for major maintenance showing an estimate of operating expenses expected to be incurred by the Lessee), which budget shall be satisfactory in form and substance to the Lessor in its sole and absolute discretion, taking into consideration, but not being bound by the Lessee's prior operating budgets for the Facility (any such budget, including the budget referred to in (S)5.1.16(s), the "Annual Facility Budget");
(e) promptly after the receipt thereof by the CompanyLessee, copies of any reports submitted to the Company Lessee by independent public accountants in connection with any interim review of the accounts of the Company Lessee made by such accountants;
(e) promptly alter the same are available, copies of all proxy statements, financial statements and reports as the Company may file with the Securities and Exchange Commission or any governmental authority at any time having jurisdiction over the Company or its Subsidiaries;
(f) if and when within fifteen (15) days after the Company gives or is required to give notice end of each calendar month, (i) all material information provided by the Lessee to the PBGC of any "Reportable Event" (as defined Host or the Utility during the preceding calendar month in Section 4043 of ERISA) with respect to any Plan that might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that any member of the Controlled Group Facility (including without limitation invoices) and (ii) any correspondence which the Lessee has received from the Host or the plan administrator of any Plan has given Utility during the preceding calendar month that indicates that the Lessee, the Landfill Project or is required the Facility may be subject to give notice of any such Reportable a Material Adverse Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC;
(g) immediately upon becoming aware obtaining knowledge of the existence of any conditions or events (i) constituting a Default or Event of Default under any Lease Document, (ii) constituting a default or event of default under the any Project Document or (iii) which reasonably could be expected to have a Material Adverse Effect, and in any event within five (5) days after obtaining such knowledge, written notice of such condition or event that constitutes a Default, written notice thereof specifying the nature and duration thereof and the action being or proposed to be taken with respect theretothereto (and including a copy of any notice of such condition or event received by the Lessee);
(h) promptly immediately upon becoming aware obtaining knowledge of the existence of any (i) material breach, cancellation or termination of any Project Document, (ii) claim (including, without limitation, tax Liens) against any assets or property of the Lessee encumbered in favor of the Lessor or the Equipment, and (iii) default claimed by any Person under any note, indenture or other obligation evidencing Indebtedness as to which the Lessee is a party or obligor, whether as principal or surety, and in any event within five (5) days after obtaining such knowledge, written notice of such event specifying the nature and duration thereof and the action being or proposed to be taken with respect thereto (and including a copy of any notice of such event received by the Lessee);
(i) within the time period specified in (S)9.2(e), written notice of any change of the address of the Lessee's chief executive office;
(j) immediately upon obtaining notice (whether formal or informal) of any cancellation or material change in any insurance of the Lessee, and in any event within five (5) days of obtaining such knowledge, written notice of such cancellation or change;
(k) immediately upon obtaining knowledge of (i) the existence of any actual or threatened litigation against the Lessee, (ii) any investigative proceedings proceeding by a governmental agency or authority commenced or threatened against the Company Lessee, or (iii) a change in any such existing litigation or proceeding, the outcome of its Subsidiaries regarding which would or might to have a Material Adverse Effect, and in any environmental hazard or condition or any spill, release, discharge or disposal event within five (5) days of any substance defined or designated by any environmental statute, rule or regulation of any governmental entity now in effect and applicable to obtaining such property, as hazardous or toxic material, hazardous or toxic substance or any similar termknowledge, written notice thereof and the action being or proposed to be taken with respect theretothereto (and including a copy of any notice of such event received by the Lessee);
(il) promptly immediately upon becoming aware obtaining knowledge of any litigation non-compliance by the Lessee with ERISA or any Environmental Law, or of any other investigative proceedings proceeding by a governmental agency or authority commenced or threatened against the Company Lessee regarding any potential violation of ERISA or any Environmental Law, or any spill, release, discharge or disposal of its Subsidiaries any Hazardous Material, and in any event within five (5) days of which it has notice, the outcome of which would or might have a materially adverse effect on the assets, business or prospects of the Company or the Company and its Subsidiaries on a consolidated basisobtaining such knowledge, written notice thereof and the action being or proposed to be taken with respect thereto; andthereto (and including a copy of any notice of such event received by the Lessee);
(jm) from time to time, with reasonable promptness, such other financial data and other information (including, without limitation, information concerning the location, condition, use and operation of the Equipment) or documents about the Company or its Subsidiaries Lessee as the Bank Lessor may reasonably request;
(n) concurrently with the giving thereof, and within five (5) Business Days of receipt thereof, copies of all notices asserting a default under, or requesting a waiver, modification or amendment of, any Approval;
(o) prompt written notice of any fire, explosion, accident, flood, storm, earthquake or other casualty, or strike, lockout, bankruptcy, abandonment, or act of God affecting the Landfill Project, the Facility or the operation of all or any part of the Landfill Project or the Facility or the bankruptcy or insolvency of the Host or the Utility; and
(p) upon the written request of the Lessor at reasonable intervals from time to time, within fifteen (15) days of such request, a certificate executed on behalf of the Lessee by a duly authorized officer containing the information, as of a date not earlier than the date of such request, called for by subsection (c)(ii) of this section.
Appears in 1 contract
Samples: Lease Agreement (It Group Inc)
