Financial Statements; Notice of Default Sample Clauses

Financial Statements; Notice of Default. Deliver to the Bank: (a) quarterly reports of the Borrower: within forty five (45) days after the close of each of the first three fiscal quarters of the Borrower in each fiscal year, the Borrower shall furnish the Bank with: (i) a Certificate of Compliance in the form of Exhibit D certifying that, as of the end of the applicable period, the Borrower is in full compliance with all affirmative, negative and financial covenants set forth in this Agreement and certified by an officer of the Borrower as accurate, true and complete; and (ii) financial statements including a balance sheet as of the close of such period and statements of income and retained earnings and cash flows for the period then ended, prepared by the Borrower and certified by an officer of the Borrower as accurate, true and complete; such quarterly reports shall correspond to the information contained in the Borrower's financial statements as filed with the Securities and Exchange Commission on Form 10-Q; (b) annual reports of the Borrower: within one hundred twenty (120) days after the close of each fiscal year of the Borrower, the Borrower shall furnish the Bank with financial statements including a balance sheet as of the close of such year and statements of income and retained earnings and cash flows for the year then ended, accompanied by a report thereon, audited in conformity with GAAP by a firm of independent certified public accountants reasonably acceptable to the Bank; such annual reports shall correspond to the information contained in the Borrower's financial statements as filed with the Securities and Exchange Commission on Form 10-K; (c) projections: no later than thirty (30) days before the end of each fiscal year, financial projections for the next fiscal year prepared by the Borrower in a form reasonably acceptable to the Bank, with the Bank agreeing to keep such projections confidential so as not to create a violation of Regulation FD promulgated under the Securities and Exchange Act of 1934; (d) additional information: promptly upon the Bank's written request, such information (not otherwise required to be delivered by this Section 6.1) about the financial condition, business and operations of the Borrower and/or any Affiliate as the Bank may, from time to time, reasonably request. Upon becoming aware of any Event of Default or of any Default, the Borrower will promptly deliver written notice thereof to the Bank. All financial statements delivered to the Bank shall be (i...

Financial Statements; Notice of Default. Obligors shall deliver or cause to be delivered to Lender: a. As soon as available and in any event within ninety (90) days after the close of each fiscal year of Holdings, audited consolidated and consolidating financial statements including a balance sheet as of the close of such fiscal year and statements of income and retained earnings and source and application of funds for the year then ended, all on a comparative basis with corresponding statements for the preceding fiscal year and prepared in conformity with GAAP, applied on a basis consistent with that of the preceding year, and accompanied by a report thereon, containing an opinion, unqualified as to scope, of a firm of independent certified public accountants selected by Holdings and acceptable to Lender, stating that the financial statements fairly present the financial condition and results of operation of Holdings and Platinum, VPS and Crystal Rock as of their date and for the period then ended, and by a written statement from such accountants stating that they have reviewed such financial statements and the financial covenants set forth herein and have found no evidence of an Event of Default having occurred or of an event which with passage of time and/or giving of notice would constitute an Event of Default having occurred. b. As soon as available and in any event within forty-five (45) days after the end of each fiscal quarter in each fiscal year, Holdings' Form 10Q as filed with the Securities Exchange Commission and a balance sheet of Holdings and Platinum, VPS and Crystal Rock as of the close of such fiscal quarter and statements of income and retained earnings for that portion of the fiscal year-to-date then ended, all on a comparative basis with the budget and prepared in conformity with GAAP, applied on a basis consistent with that of the preceding period, and which shall be certified by the President or Chief Financial Officer of Holdings as being accurate and fairly presenting the financial condition of Holdings and Platinum, VPS and Crystal Rock. c. Together with the statements and reports referred to in sub-paragraphs a. and b. above, a written statement from the President, Chief Executive Officer or Chief Financial Officer of Holdings certifying compliance with all financial covenants and reflecting all computations in connection therewith and certifying that there exists no Event of Default, or any event but for the giving of notice or the passage of time would constitute an E...

Financial Statements; Notice of Default. Deliver to the Bank: (a) promptly upon the Bank's written request, such information (not otherwise required to be delivered by this Section 7.1) about the financial condition, business and operations of the Borrower, as the Bank may, from time to time, reasonably request.

Financial Statements; Notice of Default. Deliver to the Bank:

Financial Statements; Notice of Default. The Borrowers shall deliver to the Bank: (a) within ninety (90) days after the close of each fiscal year of the Borrowers, audited financial statements including, a balance sheet as of the close of such year and statements of income, expense and retained earnings and cash flows for the year then ended, prepared in conformity with GAAP, applied on a basis consistent with that of the preceding year or containing disclosure of the effect on financial position or results of operations of any change in the application of accounting principles during the year and containing an opinion unqualified as to scope of a firm of independent certified public accountants selected by the Borrower and acceptable to the Bank (together with any and all Management Letters); (b) simultaneously with the delivery of the financial statements required in (a) above a Certificate of Compliance certifying that, as at the end of the applicable period, the Borrower is in full compliance with all affirmative, negative and financial covenants set forth in this Agreement and in each other Loan Document and certified by the president or chief financial officer of the Borrower, as accurate, true and complete; (c) the other financial reports, if any, identified on Schedule A hereto under the heading "Other Financial Reports" and promptly upon the Bank's written request, such other information about the financial condition, business and operations of the Borrower as the Bank may from time to time, reasonably request; and (d) promptly upon becoming aware of any Event of Default (as herein defined), or any event which with the giving of notice or the passage of time would constitute an Event of Default, notice thereof, in writing.

Financial Statements; Notice of Default. Borrower and Guarantor shall deliver to Lender: (a) by April 30 of each calendar year, the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such year and the related consolidated and consolidating statements of income or operations, schedule of real estate owned, equity and cash flows for such year setting forth comparative figures for the preceding year certified by a Responsible Officer of Borrower; (b) by August 15 of each calendar year, the consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at June 30 of such year and the related consolidated and consolidating statements of income or operations, schedule of real estate owned, equity and cash flows for the trailing twelve (12) months ending on June 30 of such year setting forth comparative figures for the preceding fiscal year certified by a Responsible Officer of Borrower; (c) together with the financial statements required in Section 7.1(a) and (b), a duly completed certificate, signed by a Responsible Officer of Borrower, in the form of Exhibit B attached hereto (a “Compliance Certificate”), stating (i) that such financial statements are true and accurate in all material respects, (ii) that such officer is familiar with the terms and provisions of the Loan Documents and whether any Event of Default or, to its knowledge any Default, has occurred and is continuing on the date of such certificate and, if any Event of Default has occurred and is continuing, setting forth the details thereof and the action which Borrower is taking or proposes to take with respect thereto and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not Borrower is in compliance with the financial covenants described herein; (d) promptly, and in any event within five (5) Business Days, after (i) the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements which Borrower may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Lender pursuant to this Agreement; and (ii) receipt thereof by Xxxxxxxx, copies of each notice or other correspondence received from the SEC concerning any material investigation or other material in...

Related to Financial Statements; Notice of Default

Financial Statements; Reports The Borrower shall furnish to the Administrative Agent the following: (i) As soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year of the Borrower, a copy of the Financial Statements of the Borrower Entities (prepared on a consolidated basis) for the fiscal year to date, certified by the Chief Accounting Officer or the Chief Financial Officer of the Borrower to present fairly in all material respects the financial condition, results of operations, cash flows, and other information reflected therein and to have been prepared in accordance with GAAP (subject to normal year end audit adjustments and omission of footnotes and statement of shareholder’s equity); (ii) As soon as available and in no event later than 120 days after the close of each fiscal year of the Borrower, copies of (A) the audited consolidated Financial Statements of the Borrower Entities for such year, audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants; (iii) Commencing with the fiscal quarter ended June 30, 2008, as soon as available and in no event later than 60 days after the last day of each of the first three fiscal quarters of each fiscal year in respect of quarterly Financial Statements of the Borrower Entities, 90 days after the close of each fiscal year in respect of yearly Financial Statements of the CBII Entities and 120 days after the close of each fiscal year in respect of yearly Financial Statements of the Borrower Entities in accordance with clause (i) above, clause (v) below and clause (ii) above, respectively, a compliance certificate of the Chief Accounting Officer or Treasurer of the Borrower (a “Compliance Certificate”) in substantially the form of Exhibit G-1; provided, however, that the only calculations to be provided in the Compliance Certificate delivered in connection with yearly Financial Statements of the CBII Entities shall be with respect to the Consolidated Adjusted Leverage Ratio; (iv) As soon as available and in no event later than 45 days after the last day of each of the first three fiscal quarters of each fiscal year of CBII, a copy of the Quarterly Report for CBII on Form 10-Q for such quarter and for the fiscal year to date; provided that such information, to the extent the Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on XXXXX; (v) As soon as available and in no event later than 90 days after the close of each fiscal year of CBII, (A) copies of the Annual Report for CBII on Form 10-K for such year, audited by Ernst & Young LLP or other independent certified public accountants of recognized national standing and registered with the Public Company Accounting Oversight Board and (B) copies of the unqualified opinions of such accountants; provided that such information, to the extent the Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on XXXXX; (A) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, (1) a written supplement to Schedule 4.01(n) (setting forth all necessary Trademark information as set forth in Section 4.01(n) and relating to the Trademarks that are material to the conduct of the Significant Parties’ respective businesses as then operated), (2) a written supplement to Schedule 3.06 to each Security Agreement, (3) any additional disclosures under Section 4.01(n) after Due Inquiry and (4) any additional disclosures to be provided on an annual basis under the Security Documents and (B) promptly, but in any event within a reasonable time after any officer of CBII or the Borrower obtains knowledge of the occurrence of an event that could reasonably be expected to result in a Material Adverse Effect on any of the Principal Trademarks or the Trademark Licenses, give the Administrative Agent notice of the occurrence of any such event; (vii) (A) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(q) (setting forth each of the US Subsidiaries, each of the Significant Subsidiaries and each of the De Minimis US Subsidiaries, its jurisdiction of organization, the classes of its Equity Securities, the number of shares of each such class issued and outstanding, the percentages of shares of each such class owned directly or indirectly by CBII or the Borrower and whether CBII or the Borrower owns such shares directly or, if not, the CBII Entities that own such shares and the number of shares and percentages of shares of each such class owned directly or indirectly by such CBII Entities) and (B) promptly upon the reasonable request of the Administrative Agent and in no event more often than annually, a current hierarchy report for the CBII Entities, in the form and with the substance of the hierarchy report delivered pursuant to Section 3.01(g)(iii); (viii) As soon as possible and in no event later than 30 days after any officer or director of any Significant Party knows of the occurrence or existence of (A) any ERISA Event under any Pension Plan or Multiemployer Plan which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (B) any actual or threatened litigation, suits, claims, disputes or investigations against any Significant Party involving potential monetary damages or in which injunctive relief or similar relief is sought, which could reasonably be expected to have a Material Adverse Effect, (C) any other event or condition which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, including any of the following which could reasonably be expected to have a Material Adverse Effect: (1) breach or non-performance of, or any default under, a Contractual Obligation of any Significant Party, (2) any dispute, litigation, investigation, proceeding or suspension between any Significant Party and any Governmental Authority or (3) the commencement of, or any material development in, any litigation or proceeding affecting any Significant Party, including pursuant to any applicable Environmental Laws, or (D) any Default, the statement of the Chief Accounting Officer, Chief Financial Officer, or Treasurer of the Borrower setting forth details of such event, condition or Default and the action which CBII or the Borrower proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(viii) shall be accompanied by a statement of an Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action CBII or the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to this Section 5.01(a)(viii) shall describe with particularity any and all provisions of this Agreement or other Credit Document that have been breached; (ix) In no event later than five Business Days after they are sent, made available or filed, copies of (A) all registration statements and reports filed by any CBII Entities with any securities exchange or the United States Securities and Exchange Commission (including all 10-Q, 10-K and 8-K reports), (B) all reports, proxy statements and Financial Statements sent or made available by CBII to its Equity Securities holders and (C) all press releases and other similar public announcements concerning any material developments in the business of CBII made available by CBII to the public generally; provided that such information, to the extent the Borrower directly or indirectly provides the Administrative Agent with written notice and an appropriate internet link thereto, shall be accessed by Lenders on XXXXX; (x) As soon as available and in no event later than 30 days after they are filed, copies of all IRS Form 5500 reports for all Pension Plans required to file such form; (xi) Within the earlier to occur of (i) five days after the Board of Directors of the Borrower or CBII shall have publicly announced the earnings for the most recently completed fiscal year of the Borrower or CBII and (ii) 60 days after the end of each fiscal year of the Borrower and CBII, during each year when this Agreement is in effect, a forecast for the current fiscal year of the Borrower Entities and the CBII Entities which includes projected consolidated statement of income for such fiscal year and a projected consolidated statement of cash flows for such fiscal year and projected consolidated balance sheets, statements of income and statements of cash flows on a quarterly basis for such fiscal year; provided that the parties acknowledge that the information in such forecasts is not compiled or presented in accordance with GAAP and may not necessarily be presented on a basis consistent with the Borrower’s Financial Statements to be delivered pursuant to Section 5.01(a); (xii) As soon as possible and in no event later than the later of (A) any of CBII’s or the Borrower’s officers or directors learning thereof or (B) five Business Days prior to the occurrence of any event or circumstance (except for asset losses in which case as promptly as is reasonable after such asset loss) that would require a prepayment pursuant to Section 2.06(c), the statement of the Chief Financial Officer, Chief Accounting Officer or Treasurer of the Borrower setting forth the details thereof; (xiii) As soon as possible and in no event later than 30 days after the receipt thereof by any Loan Party (or subsequent determination after Due Inquiry by an officer of the Borrower that it could reasonably be expected to result in a Material Adverse Effect), a copy of any notice, summons, citations or other written communications concerning any actual, alleged, suspected or threatened violation of any Environmental Law or any liability of any Loan Party for Environmental Damages that in any such case could reasonably be expected to result in a Material Adverse Effect; (xiv) Such other instruments, agreements, certificates, opinions, statements, documents and information relating to the properties, operations or condition (financial or otherwise) of the Significant Parties, and compliance by the Significant Parties with the terms of this Agreement and the other Credit Documents as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request; (xv) As soon as available and in no event later than five Business Days after any of CBII’s or the Borrower’s officers or directors receive notice or become aware of any actions (including derivative actions), suits, proceedings or investigations that are pending or, to the knowledge of any of CBII’s or the Borrower’s officers or directors, threatened against any Significant Party at law or in equity in any court, arbitration proceeding or before any other Governmental Authority which seek to enjoin, either directly or indirectly, the execution, delivery or performance by any Loan Party of the Credit Documents or the transactions contemplated thereby; (xvi) As soon as available and in no event later than 120 days after the close of each fiscal year of CBII, a written supplement to Schedule 4.01(w) (setting forth a true and complete listing of all insurance maintained by the Significant Parties); (xvii) Within 120 days after the close of each fiscal year of CBII, a written supplement disclosing any matters required to update factual matters relating to Section 4.01
Review of Financial Statements For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.
Financial Statements Sellers have delivered to Buyer: (a) [unaudited] consolidated balance sheets of the Acquired Companies as at in each of the years through , and the related [unaudited] consolidated statements of income, changes in stockholders' equity, and cash flow for each of the fiscal years then ended, [together with the report thereon of , independent certified public accountants,] (b) a consolidated balance sheet of the Acquired Companies as at (including the notes thereto, the "Balance Sheet"), and the related consolidated statements of income, changes in stockholders' equity, and cash flow for the fiscal year then ended, together with the report thereon of , independent certified public accountants, and (c) an unaudited consolidated balance sheet of the Acquired Companies as at (the "Interim Balance Sheet") and the related unaudited consolidated statements of income, changes in stockholders' equity, and cash flow for the months then ended, including in each case the notes thereto. Such financial statements and notes fairly present the financial condition and the results of operations, changes in stockholders' equity, and cash flow of the Acquired Companies as at the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP [, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the Balance Sheet)]; the financial statements referred to in this Section 3.4 reflect the consistent application of such accounting principles throughout the periods involved [, except as disclosed in the notes to such financial statements]. No fina ncial statements of any Person other than the Acquired Companies are required by GAAP to be included in the consolidated financial statements of the Company.

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