Common use of Financial Statements and Reporting Requirements Clause in Contracts

Financial Statements and Reporting Requirements. (a) Deliver to the Administrative Agent (unless waived by the Administrative Agent at the direction of the Required Lender with respect to the timing of delivery of the statements and reports in electronic format suitable for distribution on the Platform (as defined in Section 9.3(e) hereof): (i) Within [***] ([***]) days after the end of each of the first three quarterly accounting periods of each fiscal year (commencing with the quarter ending September 30, 2015), unaudited financial statements (comprised of a balance sheet and income statement, and without notes) of each of Borrower and each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement); and [***] Confidential Treatment Requested (ii) Within [***] ([***]) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), annual audited financial statements of each of Borrower, each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement), and Bloom for such fiscal year, accompanied with an audit opinion thereon by an auditor with a nationally-recognized accounting firm, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the relevant Person at the end of, and for, such fiscal year in accordance with GAAP. (b) Upon delivery of each financial statement of Borrower pursuant to Section 5.3(a), deliver a certificate of an Authorized Officer of the Borrower that (i) no Default or Event of Default has occurred and is continuing, (ii) the financial statements of Borrower fairly present in all material respects the financial condition and (to the extent applicable) results of operations of Borrower, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments), (iii) beginning with the first financial statements due to be delivered on or after the first Quarterly Date after Completion, a calculation of the Debt Service Coverage Ratio for the preceding twelve (12) months; provided that, to the extent any such Quarterly Date is less than 12 months after Completion, the Debt Service Coverage Ratio as of such Quarterly Date shall be calculated solely on the basis of the period between Completion and such Quarterly Date, and (iv) which includes a statement of whether the Borrower is in compliance with the requirements of Section 5.16.

Appears in 2 contracts

Samples: Credit Agreement (Bloom Energy Corp), Credit Agreement (Bloom Energy Corp)

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Financial Statements and Reporting Requirements. (a) Deliver to the Administrative Agent (unless waived by the Administrative Agent at the direction of the Required Lender with respect to the timing of delivery of the statements and reports in electronic format suitable for distribution on the Platform (as defined in Section 9.3(e) hereof): (i) Within [***] forty-five ([***]45) days after the end of each of the first three quarterly accounting periods of each fiscal year (commencing with the quarter ending September 30, 2015), unaudited financial statements (comprised of a balance sheet and income statement, and without notes) of each of Borrower and each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement); and [***] Confidential Treatment Requestedand (ii) Within [***] one hundred twenty ([***]120) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015), annual audited financial statements of each of Borrower, each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement), and Bloom for such fiscal year, accompanied with an audit opinion thereon by an auditor with a nationally-recognized accounting firm, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the relevant Person at the end of, and for, such fiscal year in accordance with GAAP. (b) Upon delivery of each financial statement of Borrower pursuant to Section 5.3(a), deliver a certificate of an Authorized Officer of the Borrower that (i) no Default or Event of Default has occurred and is continuing, (ii) the financial statements of Borrower fairly present in all material respects the financial condition and (to the extent applicable) results of operations of Borrower, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments), (iii) beginning with the first financial statements due to be delivered on or after the first Quarterly Date after Completion, a calculation of the Debt Service Coverage Ratio for the preceding twelve (12) months; provided that, to the extent any such Quarterly Date is less than 12 months after Completion, the Debt Service Coverage Ratio as of such Quarterly Date shall be calculated solely on the basis of the period between Completion and such Quarterly Date, and (iv) which includes a statement of whether the Borrower is in compliance with the requirements of Section 5.16.

Appears in 1 contract

Samples: Credit Agreement (Bloom Energy Corp)

Financial Statements and Reporting Requirements. (a) Deliver to the Administrative Agent (unless waived by the Administrative Agent at the direction of the Required Lender with respect to the timing of delivery of the statements and reports in electronic format suitable for distribution on the Platform (as defined in Section 9.3(e) hereof): (iA) Within [***] forty-five ([***]45) days after the end of each of the first three quarterly accounting periods of each fiscal year (commencing with the quarter ending September 30, 2015), unaudited financial statements (comprised of a balance sheet and income statement, and without notes) of each of Borrower and each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement) and (B) within forty-five (45) days after the end of each fiscal year (commencing with the year ending December 31, 2016), unaudited financial statements (comprised of a balance sheet and income statement, and without notes) of Borrower; and [***] Confidential Treatment Requestedand (ii) Within [***] one hundred twenty ([***]120) days after the end of each fiscal year of the Borrower Pledgor (commencing with the fiscal year ending December 31, 2015), annual audited financial statements of each of BorrowerPledgor (both consolidated with the Borrower and presenting Borrower on a stand-alone basis including applicable eliminations), each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement), and Bloom for such fiscal year, accompanied with an audit opinion thereon by an auditor with a nationally-recognized accounting firm, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the relevant Person at the end of, and for, such fiscal year in accordance with GAAP. (b) Upon delivery of each financial statement of Borrower Pledgor pursuant to Section 5.3(a5.3 (a), deliver a certificate of an Authorized Officer of the Borrower that (i) no Default or Event of Default has occurred and is continuing, (ii) the financial statements of Borrower fairly present in all material respects the financial condition and (to the extent applicable) results of operations of Borrower, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments), (iii) beginning with the first financial statements due to be delivered on or after the first Quarterly Date after Completion, a calculation of the Debt Service Coverage Ratio for the preceding twelve (12) months; provided that, to the extent any such Quarterly Date is less than 12 twelve (12) months after Completion, the Debt Service Coverage Ratio as of such Quarterly Date shall be calculated solely on the basis of the period between Completion and such Quarterly Date, and (iv) which includes a statement of whether the Borrower is in compliance with the requirements of Section 5.16. ii. The first sentence of Section 5.6 is hereby amended and restated in its entirety to read as follows: Maintain adequate books, accounts and records with respect to the Borrower and the Projects and ensure that all financial statements of the Credit Parties required hereunder are prepared in accordance with GAAP and in compliance with the regulations of any governmental regulatory body having jurisdiction thereof.

Appears in 1 contract

Samples: Credit Agreement (Bloom Energy Corp)

Financial Statements and Reporting Requirements. (a) Deliver Guarantor covenants and agrees that during the term of this Guaranty, Guarantor shall furnish or cause to be furnished to the Administrative Agent Secured Parties the following: (unless waived by the Administrative Agent at the direction 1) as soon as available, but in any event within 90 days after each FYE of the Required Lender with respect to Guarantor, the timing Guarantor’s unaudited consolidated balance sheet and related statements of delivery income, retained earnings and cash flows as of the statements end of and reports for its fiscal year then ended, setting forth in electronic format suitable each case, in comparative form, the figures for distribution on the Platform previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, (2) as defined soon as available, but in Section 9.3(e) hereof): (i) Within [***] ([***]) any event within 90 days after each FYE of Piedmont, Piedmont’s audited consolidated balance sheet and related statements of income, retained earnings and cash flows as of the end of and for its fiscal year then ended, setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of each of the first three quarterly accounting periods of each fiscal year (commencing with the quarter ending September 30, 2015), unaudited financial statements (comprised of a balance sheet and income statement, and without notes) of each of Borrower and each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement); and [***] Confidential Treatment Requested (ii) Within [***] ([***]) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015)audited, annual audited financial statements of each of Borrower, each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement), and Bloom for such fiscal yearstatements, accompanied with by an audit opinion thereon by of an auditor with a nationally-independent certified public accounting firm of recognized accounting firm, which opinion shall state national standing to the effect that said such consolidated financial statements present fairly, in all material respects, the consolidated financial position condition of Piedmont, and its consolidated subsidiaries, as of the relevant Person at respective dates specified in statements, and the consolidated results of their operations and their cash flows for the periods specified in conformity with GAAP, and shall not contain any “going concern” or like qualification or exception, nor any qualification arising out of the scope of the audit (1) as soon as available, but in any event within 45 days after the end ofof each fiscal quarter of Guarantor, the unaudited balance sheet and related statements of income, retained earnings and cash flows for such quarter, and for, such the portion of the fiscal year through the end of such quarter, setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP. (b) Upon delivery of , each financial statement of Borrower pursuant to Section 5.3(a), deliver certified by a certificate of an Authorized Senior Financial Officer of the Borrower that (i) no Default or Event of Default has occurred and is continuingGuarantor, (ii) the financial statements of Borrower as fairly present presenting, in all material respects the financial condition position of Guarantor and (to the extent applicable) its results of operations and cash flows, subject to changes resulting from year-end adjustments; (2) as soon as available, but in any event within 45 days after the end of Borrowereach fiscal quarter of Piedmont, the unaudited balance sheet and related statements of income, retained earnings and cash flows for such quarter, and the portion of the fiscal year through the end of such quarter, setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, consistently appliedeach certified by a Senior Financial Officer of Piedmont, as at fairly presenting, in all material respects the end offinancial position of Piedmont and its results of operations and cash flows, and for, such period (subject to normal changes resulting from year-end audit adjustments), ; (iiic) beginning with the first all financial statements due to be delivered on or after the first Quarterly Date after Completion, a calculation described in subsections (a) and (b) of the Debt Service Coverage Ratio for the preceding twelve (12) months; provided that, to the extent any such Quarterly Date is less than 12 months after Completion, the Debt Service Coverage Ratio as of such Quarterly Date this Section 4.02 shall be calculated solely on complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently (except as set forth in the basis of notes thereto) throughout the period between Completion periods reflected therein and with prior periods; and (d) promptly after any Secured Party’s request, such Quarterly Date, and (iv) which includes a statement of whether the Borrower is in compliance with the requirements of Section 5.16additional information or financial statements concerning Guarantor or Piedmont as any Secured Party may reasonably request from time to time.

Appears in 1 contract

Samples: Residual Guaranty (Piedmont Natural Gas Co Inc)

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Financial Statements and Reporting Requirements. (a) Deliver Guarantor covenants and agrees that during the term of this Guaranty, Guarantor shall furnish or cause to be furnished to the Administrative Agent Secured Parties the following: (unless waived by the Administrative Agent at the direction 1) as soon as available, but in any event within 90 days after each FYE of the Required Lender with respect to Guarantor, the timing Guarantor’s unaudited consolidated balance sheet and related statements of delivery income, retained earnings and cash flows as of the statements end of and reports for its fiscal year then ended, setting forth in electronic format suitable each case, in comparative form, the figures for distribution on the Platform previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, (2) as defined soon as available, but in Section 9.3(e) hereof): (i) Within [***] ([***]) any event within 90 days after each FYE of Piedmont, Piedmont’s audited consolidated balance sheet and related statements of income, retained earnings and cash flows as of the end of and for its fiscal year then ended, setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, and, in the case of each of the first three quarterly accounting periods of each fiscal year (commencing with the quarter ending September 30, 2015), unaudited financial statements (comprised of a balance sheet and income statement, and without notes) of each of Borrower and each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement); and [***] Confidential Treatment Requested (ii) Within [***] ([***]) days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending December 31, 2015)audited, annual audited financial statements of each of Borrower, each Sponsor (provided that the obligations to provide such financial statements of a Sponsor shall terminate upon termination of such Sponsor’s funding obligations under the Equity Contribution Agreement), and Bloom for such fiscal yearstatements, accompanied with by an audit opinion thereon by of an auditor with a nationally-independent certified public accounting firm of recognized accounting firm, which opinion shall state national standing to the effect that said such consolidated financial statements present fairly, in all material respects, the consolidated financial position condition of Piedmont, and its consolidated subsidiaries, as of the relevant Person at respective dates specified in statements, and the consolidated results of their operations and their cash flows for the periods specified in conformity with GAAP, and shall not contain any “going concern” or like qualification or exception, nor any qualification arising out of the scope of the audit (1) as soon as available, but in any event within 45 days after the end ofof each fiscal quarter of Guarantor, the unaudited balance sheet and related statements of income, retained earnings and cash flows for such quarter, and for, such the portion of the fiscal year through the end of such quarter, setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP. (b) Upon delivery of , each financial statement of Borrower pursuant to Section 5.3(a), deliver certified by a certificate of an Authorized Senior Financial Officer of the Borrower that (i) no Default or Event of Default has occurred and is continuingGuarantor, (ii) the financial statements of Borrower as fairly present presenting, in all material respects the financial condition position of Guarantor and (to the extent applicable) its results of operations and cash flows, subject to changes resulting from year-end adjustments; (2) as soon as available, but in any event within 45 days after the end of Borrowereach fiscal quarter of Piedmont, the unaudited balance sheet and related statements of income, retained earnings and cash flows for such quarter, and the portion of the fiscal year through the end of such quarter, setting forth in each case, in comparative form, the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, consistently appliedeach certified by a Senior Financial Officer of Piedmont, as at fairly presenting, in all material respects the end offinancial position of Piedmont and its results of operations and cash flows, and for, such period (subject to normal changes resulting from year-end audit adjustments), ; (iiic) beginning with the first all financial statements due to be delivered on or after the first Quarterly Date after Completion, a calculation described in subsections (a) and (a) of the Debt Service Coverage Ratio for the preceding twelve (12) months; provided that, to the extent any such Quarterly Date is less than 12 months after Completion, the Debt Service Coverage Ratio as of such Quarterly Date this Section 4.02 shall be calculated solely on complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently (except as set forth in the basis of notes thereto) throughout the period between Completion periods reflected therein and with prior periods; and (d) promptly after any Secured Party’s request, such Quarterly Date, and (iv) which includes a statement of whether the Borrower is in compliance with the requirements of Section 5.16additional information or financial statements concerning Guarantor as any Secured Party may reasonably request from time to time.

Appears in 1 contract

Samples: Guaranty of Principal (Piedmont Natural Gas Co Inc)

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