Common use of Financial Statements; Other Reporting Requirements Clause in Contracts

Financial Statements; Other Reporting Requirements. Each Loan Party shall furnish to the Administrative Agent: 4.10.1. (i) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. commencing with fiscal year ending on December 31, 2020, as soon as available and in any event within one hundred fifty (150) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal year, audited consolidated financial statements for such fiscal year for the Loan Parties, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. within forty-five (45) days following the end of each fiscal quarter, an environmental, social and governance report in respect of the applicable fiscal quarter in the form attached hereto as Exhibit H; 4.10.5. at the time of the delivery of the financial statements under Sections 5.10(a), (b) and (c) above, a certificate of an Authorized Representative of such Loan Party (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party and its Affiliates on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments and (ii) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| 4.10.6. within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably), Xxxxxxxx shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. concurrently with delivery under a Permitted Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day of each calendar month, monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory to the Administrative Agent (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC Agreements); and 4.10.10. promptly after Administrative Agent’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties as the Administrative Agent may reasonably request.

Appears in 2 contracts

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)

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Financial Statements; Other Reporting Requirements. Each Loan Party Borrower shall furnish to the Administrative AgentAgent and the Lenders: 4.10.1. (ia) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after (i) the end of each of the first three fiscal quarterquarters in each fiscal year (beginning with the fiscal quarter ended March 31, 2022), quarterly unaudited consolidated financial statements of the Loan PartiesBorrower, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. commencing with fiscal year ending on December 31, 2020, as soon as available and in any event within one hundred fifty (150ii) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal yearyear (beginning with the fiscal quarter ended December 31, audited 2021), unaudited consolidated financial statements for such fiscal year for the Loan PartiesBorrower, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state (provided that said audited financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, at the end of, and for, such fiscal year in accordance with GAAPwill be provided if available); 4.10.4. within forty-five (45b) days following the end of each fiscal quarter, an environmental, social and governance report in respect of the applicable fiscal quarter in the form attached hereto as Exhibit H; 4.10.5. at the time of the delivery of the financial statements under Sections 5.10(a), (bSection 5.11(a)(i) and (cSection 5.11(a)(ii) above, a certificate of an Authorized Representative a chief financial officer, chief executive officer or president of such Loan Party Borrower (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party and its Affiliates Borrower on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments adjustments, and (ii) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. (c) as soon as available and in any event within fifteen (15) days after each Quarterly Date after the date that is twelve (12) months after the Conversion Completion Date, a certificate of a chief financial officer, chief executive officer or president of Borrower in the form attached hereto as Exhibit R (i) setting forth a computation of the Consolidated EBITDA in detail reasonably satisfactory to the Required Lenders and (ii) certifying to the Administrative Agent and the Lenders that the Consolidated EBITDA determined on such Quarterly Date satisfies the requirements set forth in Section 5.28; (d) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of Borrower certifying that the insurance requirements of Section 5.06 5.07 have been implemented and are being complied with by the Loan Parties Xxxxxxxx and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.065.07, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent Lenders under this Agreement. If at any time requested by the Administrative Agent Lenders (acting reasonably), Xxxxxxxx Borrower shall deliver to the Administrative Agent Lenders a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. concurrently with delivery under a Permitted Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPAe) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th 20th day following the last day of each calendar monthmonth (beginning with the first full month ending after the Closing Date), monthly reports describing the progress of the construction of the Renewable Diesel Project and project controls of the Renewable Diesel Conversion from the Independent Project Manager substantially in a the form reasonably satisfactory to attached hereto as Exhibit O; (f) on or before the Administrative Agent 20th day following the last day of each calendar month (together beginning with copies of the most recently available first full month ending after the Conversion Completion Date), monthly progress report received by Borrower under each of summary operating reports for the EPC Agreements)Renewable Diesel Project, substantially in the form attached hereto as Exhibit P; (g) [reserved]; and 4.10.10. (h) promptly after Administrative Agentany Xxxxxx’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties Borrower as the Administrative Agent such Lender may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.)

Financial Statements; Other Reporting Requirements. Each Loan Party The Borrower shall furnish to the Administrative Agent: 4.10.1. (ia) commencing with the first full month after the Closing Date, as soon as available and in any event within forty thirty (30) days after the end of each calendar month, commencing with the month in which the Closing Date occurs, a monthly report containing such information as Borrower customarily relies upon to monitor its performance (including commercial updates), in the form attached hereto as Exhibit F, which shall include operational and financial performance for the business in reasonable detail and an updated corporate monthly liquidity forecast for the following 3 years; (b) as soon as available and in any event within forty-five (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Partiesfirst three fiscal quarters annually, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after fiscal quarter in which the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarterDate occurs, quarterly unaudited consolidated financial statements of the Loan PartiesBorrower and its consolidated Subsidiaries for such fiscal quarter, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; provided that such reports shall be deemed provided if filed on XXXXX; 4.10.3. commencing with fiscal year ending on December 31, 2020, (c) as soon as available and in any event within one hundred fifty ninety (15090) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal year, commencing with fiscal year ending on October 31, 2019, audited consolidated financial statements for such fiscal year for the Loan PartiesBorrower and its consolidated Subsidiaries, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, Borrower and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. (d) within forty-five thirty (4530) days following the end of each fiscal quartercalendar month until each Covered Project contemplated by a Construction Budget and/or Construction Schedule has achieved project completion, an environmental, social a construction report prepared by the Borrower on the progress of such Covered Project and governance report in respect achievement of milestones (including project completion) during the immediately preceding calendar month as compared to the applicable fiscal quarter Construction Budget and Construction Schedule, including (i) in the form attached hereto as Exhibit Hevent of any material deviation from the applicable Construction Budget and/or Construction Schedule, the reason for such material deviation and such other information requested by the Administrative Agent in connection therewith, (ii) any factors which have had or could reasonably be expected to have a Material Adverse Effect on the Business or such Covered Project, (iii) the status of any Governmental Approval by any Governmental Authority necessary for the development of such Covered Project that has not already been obtained, including the dates of applications submitted or to be submitted and the anticipated dates of actions by applicable Governmental Authorities with respect to such Governmental Approval, and (iv) an estimated date on which project completion will be achieved for such Covered Project; 4.10.5. (e) at the time of the delivery of the financial statements under Sections 5.10(a), subsections (b) and (c) above, a certificate of an Authorized Representative of such Loan Party the Borrower (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party the Borrower and its Affiliates consolidated Subsidiaries on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments adjustments, and (ii) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||thereof (such certificate, the “Compliance Certificate”); 4.10.6. (f) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of the Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably)Agent, Xxxxxxxx the Borrower shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. concurrently with delivery under a Permitted Working Capital Facility(g) within forty-five (45) days following the end of each fiscal quarter, each periodic or other material an environmental, social and governance report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facilityin respect of the applicable fiscal year in the form attached hereto as Exhibit J; 4.10.8. concurrently with delivery under (h) within thirty (30) days after the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day end of each calendar month, monthly reports describing the progress a certificate of an Authorized Representative of the construction Borrower certifying as to the compliance (or non-compliance) of the Project substantially Loan Parties with the requirements set forth in a form reasonably satisfactory to the Administrative Agent (together with copies Schedule 5.21 as of the most recently available monthly progress report received by Borrower under each end of the EPC Agreements)such calendar month; and 4.10.10. (i) promptly after the Administrative Agent’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties Borrower and its Subsidiaries as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Fuelcell Energy Inc)

Financial Statements; Other Reporting Requirements. Each Loan Note Party shall furnish (or, with respect to clause (a) below, shall use commercially reasonable efforts to furnish) to the Administrative Agent: 4.10.1. (ia) commencing with within (x) forty-five (45) days following the first full month after end of each fiscal quarter of the Closing DateCompany, an environmental, social and governance report for the applicable quarter in the form attached hereto as Exhibit F-1 and (y) within forty-five (45) days following the end of each fiscal year of the Company, an environmental, social and governance report for the applicable year in the form attached hereto as Exhibit F-2; (b) as soon as available and in any event within forty seventy-five (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (6075) days after the end of each fiscal quarterquarter of the Company (beginning with the fiscal quarter ended March 31, 2024), quarterly unaudited consolidated financial statements of the Loan PartiesGauzy Companies on a consolidated basis, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. commencing with fiscal year ending on December 31, 2020, (c) as soon as available and in any event within one hundred fifty (150) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred and eighty (180) days) days after the end of each fiscal yearyear of the Company (beginning with the fiscal year ended December 31, 2023), audited consolidated financial statements for such fiscal year for the Loan PartiesCompany, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reportsyear, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, Company at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. (d) within forty-five ninety (4590) days following the end of each fiscal quarter, an environmental, social and governance report in respect of year (commencing with the applicable fiscal quarter in the form attached hereto as Exhibit Hended December 31, 2024), Financial Projections; 4.10.5. (e) at the time of the delivery of the financial statements under Sections 5.10(a), (bSection 5.10(b) and (c) above, a certificate of an Authorized Representative of such Loan Party (i) the Company certifying to the Administrative Agent and the Lenders Purchasers that (A) such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party and its Affiliates the Gauzy Companies on a consolidated basis on the dates and for the periods indicated in all material respects in accordance with GAAP, subject, in the case of interim financial statements, to the absence of valuations of fair value of assets in accordance with GAAP, footnotes and normally recurring year-end adjustments and (iiB) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. (f) within thirty (30) days after the commencement of each annual policy renewal datecalendar year (beginning with calendar year 2025), its Operating Budget for such calendar year; (g) concurrently with the delivery of financial statements under clause (c) above, a certificate of an Authorized Representative of Borrower certifying that the insurance requirements Company setting forth a calculation of Section 5.06 have been implemented the Excess Cash Flow and are being complied with by ECF Sweep Amount for the Loan Parties and ECF Period ending on or prior to the expiration last day of each policy required to be maintained pursuant to Section 5.06such calendar year; (h) promptly after Administrative Agent’s reasonable request therefor, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably), Xxxxxxxx each Issuer shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. concurrently with delivery under a Permitted Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day of each calendar month, monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory to the Administrative Agent (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC Agreements); and 4.10.10. (i) promptly after Administrative Agent’s reasonable request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties Gauzy Companies as the Administrative Agent may reasonably request; provided that none of the Note Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non- financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Purchaser (or their respective representatives or contractors) is prohibited by law or any binding confidentiality agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product. (j) From and after the consummation of a Qualified IPO, (i) the obligations under Section 5.10(d) and (f) will terminate and (ii) the Company shall be required to deliver financial statements under Section 5.10(b) and (c) within 3 Business Days following request of the Administrative Agent and in any event no later than the periods prescribed by the Exchange Act and the rules of the Securities Exchange Commission.

Appears in 1 contract

Samples: Note Purchase Agreement (Gauzy Ltd.)

Financial Statements; Other Reporting Requirements. Each Loan Party The Borrower shall furnish to the Administrative Agent: 4.10.1. (ia) commencing with the first full month after the Closing Date, as soon as available and in any event within forty thirty (30) days after the end of each calendar month, commencing with the month in which the Closing Date occurs, a monthly report containing such information as Borrower customarily relies upon to monitor its performance (including commercial updates), in the form attached hereto as Exhibit F, which shall include operational and financial performance for the business in reasonable detail and an updated corporate monthly liquidity forecast for the following 3 years; (b) as soon as available and in any event within forty-five (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Partiesfirst three fiscal quarters annually, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after fiscal quarter in which the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarterDate occurs, quarterly unaudited consolidated financial statements of the Loan PartiesBorrower and its consolidated Subsidiaries for such fiscal quarter, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; provided that such reports shall be deemed provided if filed on XXXXX; 4.10.3. commencing with fiscal year ending on December 31, 2020, (c) as soon as available and in any event within one hundred fifty ninety (15090) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal year, commencing with fiscal year ending on October 31, 2019, audited consolidated financial statements for such fiscal year for the Loan PartiesBorrower and its consolidated Subsidiaries, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, Borrower and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. (d) within forty-five thirty (4530) days following the end of each fiscal quartercalendar month until each Covered Project contemplated by a Construction Budget and/or Construction Schedule has achieved project completion, an environmental, social a construction report prepared by the Borrower on the progress of such Covered Project and governance report in respect achievement of milestones (including project completion) during the immediately preceding calendar month as compared to the applicable fiscal quarter Construction Budget and Construction Schedule, including (i) in the form attached hereto as Exhibit Hevent of any material deviation from the applicable Construction Budget and/or Construction Schedule, the reason for such material deviation and such other information requested by the Administrative Agent in connection therewith, (ii) any factors which have had or could reasonably be expected to have a Material Adverse Effect on the Business or such Covered Project, (iii) the status of any Governmental Approval by any Governmental Authority necessary for the development of such Covered Project that has not already been obtained, including the dates of applications submitted or to be submitted and the anticipated dates of actions by applicable Governmental Authorities with respect to such Governmental Approval, and (iv) an estimated date on which project completion will be achieved for such Covered Project; 4.10.5. (e) at the time of the delivery of the financial statements under Sections 5.10(a), subsections (b) and (c) above, a certificate of an Authorized Representative of such Loan Party the Borrower (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party the Borrower and its Affiliates consolidated Subsidiaries on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments adjustments, and (ii) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||thereof (such certificate, the “Compliance Certificate”); 4.10.6. (f) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of the Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably)Agent, Xxxxxxxx the Borrower shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. concurrently with delivery under a Permitted Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day of each calendar month, monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory to the Administrative Agent (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC Agreements); and 4.10.10. promptly after Administrative Agent’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Fuelcell Energy Inc)

Financial Statements; Other Reporting Requirements. Each Loan Party The Borrower shall furnish to the Administrative AgentAgent and the Lenders: 4.10.1. (ia) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five thirty (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (4530) days after the end of each month, a monthly report containingreport, in the form of Exhibit I and showing in detail reasonably acceptable to the extent applicable Required Lenders: (Ai) such detailed information the actual cash inflows and cash outflows on a cash basis of Tellurian and each of its domestic Subsidiaries as Borrower customarily relies upon to monitor the operational performance of the Projectend of such month, including reasonable line item detail on project revenues, operating expenses, and capital expenditures; and (Bii) information a comparison of such cash inflows and cash outflows on the financial performance of the Project, (C) an update as a cash basis to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agentthen-current Operating Budget; 4.10.2. (b) as soon as available and in any event within forty-five (45) days after the end of each fiscal quarter, commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of the Loan PartiesTellurian, including the unaudited consolidated balance sheet of Tellurian as of the end of such quarterly period and the related unaudited statements of income, retained earnings earnings, and cash flows of Tellurian for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. commencing with fiscal year ending on December 31, 2020, (c) as soon as available and in any event within one hundred fifty twenty (150120) days (orafter the end of each fiscal year, in the case of the commencing with fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal year2019, audited consolidated financial statements for such fiscal year for the Loan PartiesTellurian, including therein the consolidated balance sheet of Tellurian as of the end of such fiscal year and the related statements of income, retained earnings earnings, and cash flows of Tellurian for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, Tellurian at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. within forty-five (45d) days following the end of each fiscal quarter, an environmental, social and governance report in respect of the applicable fiscal quarter in the form attached hereto as Exhibit H; 4.10.5. at the time of the delivery of the financial statements under Sections 5.10(a), clauses (b) and (c) above, a certificate of an Authorized Representative of such Loan Party the Borrower: (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such the Loan Party Parties and its Affiliates their Subsidiaries on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments adjustments; and (ii) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. (e) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of the Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties Parties, and on prior or prior to within 10 days after the expiration of each policy required to be maintained pursuant to Section 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably), Xxxxxxxx the Borrower shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. (f) concurrently with delivery to the lenders or any agent under a Permitted Working Capital Facilitythe ProductionCo Loan Documents, each periodic copies of any and all reports, notices, certificates, or other material report and each material notice documents or information delivered to lenders or agents, or by such lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. concurrently with delivery under the SPAProductionCo Loan Documents, written reports concerning the status including, but not limited to, any and all reports, notices, certificates, or other documents or information delivered to such lenders or agents under Section 7.1 of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day of each calendar month, monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory to the Administrative Agent (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC Agreements)ProductionCo Credit Agreement; and 4.10.10. (g) promptly after Administrative Agent’s request therefor, such other information regarding the business, assets, operations operations, or financial condition of the Loan Parties or ProductionCo as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Tellurian Inc. /De/)

Financial Statements; Other Reporting Requirements. Each Loan Party shall, or Borrower shall cause the OpCo Loan Parties to, furnish to the Administrative Agent: 4.10.1. (a) (i) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, (x) the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including (y) the monthly unaudited consolidated balance sheet as financial statements of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, OpCo Loan Parties delivered to the extent applicable (AOpCo Senior Administrative Agent under Section 5.10(a)(i) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License OpCo Senior Credit Agreement and (Ez) the other key business performance indicators, in each case, in a form reasonably satisfactory monthly reports of the OpCo Loan Parties delivered to the OpCo Senior Administrative AgentAgent under Section 5.10(a)(ii) of the OpCo Senior Credit Agreement; 4.10.2. (b) commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of the Loan Parties and the OpCo Loan Parties, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. (c) commencing with fiscal year ending on December 31, 2020, as soon as available and in any event within one hundred fifty (150) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal year, audited 59 Bakersfield Refinery - HoldCo Credit Agreement consolidated financial statements for such fiscal year for the Loan Parties and the OpCo Loan Parties, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties and the OpCo Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties and the OpCo Loan Parties, as the case may be, at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. (d) within forty-five (45) days following the end of each fiscal quarter, an a copy of the environmental, social and governance report provided to the OpCo Senior Administrative Agent in respect of the applicable fiscal quarter in under Section 5.10(d) of the form attached hereto as Exhibit HOpCo Senior Credit Agreement; 4.10.5. (e) at the time of the delivery of the financial statements under Sections 5.10(a), (b) and (c) above, a certificate of an Authorized Representative of such Loan Party or OpCo Loan Party, as applicable (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party or OpCo Loan Party and its Affiliates on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments and (ii) certifying to the Administrative Agent and the Lenders that no Event of Default, OpCo Senior Default or OpCo Senior Event of Default has occurred and is continuing, or if a an Event of Default, OpCo Senior Default or OpCo Senior Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. (f) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of OpCo Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (Agent, acting reasonably), Xxxxxxxx Borrower shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. (g) concurrently with delivery under a Permitted an OpCo Senior Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted OpCo Senior Working Capital Facility; 4.10.8. (h) concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer (i) on or before the 30th day following the last day of each calendar month, the monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory that are delivered to the OpCo Senior Administrative Agent under the OpCo Senior Credit Agreement (together with copies of 60 Bakersfield Refinery - HoldCo Credit Agreement the most recently available monthly progress report received by Borrower under each of the EPC AgreementsAgreements or any other construction contract with respect to the Project); (j) concurrently with delivery under the OpCo Senior Credit Agreement, the quarterly information relating to each of SusOils and Sponsor delivered to the OpCo Senior Administrative Agent under Section 5.10(j) of the OpCo Senior Credit Agreement; (k) concurrently with delivery under the OpCo Senior Credit Agreement, each other report delivered to the OpCo Senior Administrative Agent or the OpCo Senior Lenders under the OpCo Senior Credit Agreement; (l) concurrently with the notice delivered under Section 5.11, all material documentation related to any notice given under Section 5.11; and 4.10.10. (m) promptly after Administrative Agent’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.)

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Financial Statements; Other Reporting Requirements. Each Loan Note Party shall furnish to the Administrative Agent: 4.10.1. (ia) commencing with the first full month after the Closing Date, [Reserved]; (b) as soon as available and in any event within forty five ninety (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (6090) days after the end of each fiscal quarterquarter of the Company (beginning with the fiscal quarter ended September 30, 2023), quarterly unaudited consolidated financial statements of the Loan PartiesGauzy Companies on a consolidated basis, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. commencing with fiscal year ending on December 31, 2020, (c) as soon as available and in any event within one hundred fifty (150) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred and eighty (180) days) days after the end of each fiscal yearyear of the Company (beginning with the fiscal year ended December 31, 2023), audited consolidated financial statements for such fiscal year for the Loan PartiesCompany, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reportsyear, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, Company at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. within forty-five (45d) days following the end of each fiscal quarter, an environmental, social and governance report in respect of the applicable fiscal quarter in the form attached hereto as Exhibit H; 4.10.5. at the time of the delivery of the financial statements under Sections Section 5.10(a), (b) and (c) above, a certificate of an Authorized Representative of such Loan Party (i) the Company certifying to the Administrative Agent and the Lenders Purchasers that (A) such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party and its Affiliates the Gauzy Companies on a consolidated basis on the dates and for the periods indicated in all material respects in accordance with GAAP, subject, in the case of interim financial statements, to the absence of valuations of fair value of assets in accordance with GAAP, footnotes and normally recurring year-end adjustments and (iiB) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. within thirty (30e) days promptly after each annual policy renewal date, a certificate of an Authorized Representative of Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.06Administrative Agent’s reasonable request therefor, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably), Xxxxxxxx each Issuer shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. concurrently with delivery under a Permitted Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day of each calendar month, monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory to the Administrative Agent (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC Agreements); and 4.10.10. (f) promptly after Administrative Agent’s reasonable request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties Gauzy Companies as the Administrative Agent may reasonably request; provided that none of the Note Parties will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Purchaser (or their respective representatives or contractors) is prohibited by law or any binding confidentiality agreement or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

Appears in 1 contract

Samples: Note Purchase Agreement (Gauzy Ltd.)

Financial Statements; Other Reporting Requirements. Each Loan Party Partyshall, or Borrower shall cause the OpCo Loan Parties to, furnish to the Administrative Agent: 4.10.1. (a) (i) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, (x) the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including Parties,(y) the monthly unaudited consolidated balance sheet as financial statements of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, OpCo Loan Parties delivered to the extent applicable (AOpCo Senior Administrative Agent under Section 5.10(a)(i) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License OpCo Senior Credit Agreement and (Ez) the other key business performance indicators, in each case, in a form reasonably satisfactory monthly reports of the OpCo Loan Partiesdelivered to the OpCo Senior Administrative AgentAgent under Section 5.10(a)(ii) of the OpCo Senior Credit Agreement; 4.10.2. (b) commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of the Loan Parties and the OpCo Loan Parties, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail;; 66 Bakersfield Refinery - HoldCo Credit Agreement 4.10.3. (c) commencing with fiscal year ending on December 31, 2020, as soon as available and in any event within one hundred fifty (150) days (ordays(or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after days)6after the end of each fiscal year, audited consolidated financial statements for such fiscal year for the Loan Parties and the OpCo Loan Parties, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties and the OpCo Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties and the OpCo Loan Parties, as the case may be, at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. (d) within forty-five (45) days following the end of each fiscal quarter, an a copy of the environmental, social and governance report provided to the OpCo Senior Administrative Agent in respect of the applicable fiscal quarter in under Section 5.10(d)of the form attached hereto as Exhibit HOpCo Senior Credit Agreement; 4.10.5. (e) at the time of the delivery of the financial statements under Sections 5.10(a), (b) and (c) aboveunderSections5.10(a),(b)and(c)above, a certificate of an Authorized Representative of such Loan Party or OpCo Loan Party, as applicable (i) certifying to certifyingto the Administrative Agent and the Lenders that Lendersthat such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party or OpCo Loan Party and its Affiliates on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments and (ii) certifying to certifyingto the Administrative Agent and the Lenders that Lendersthat no Event of Default, OpCo Senior Default or OpCo Senior Event of Default has occurred and is continuing, or if a an Event of Default, OpCo Senior Default or OpCo Senior Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. (f) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of OpCo Borrower certifying that the insurance requirements of Section 5.06 have ofSection 5.06have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section toSection 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. .If at any time requested by the Administrative Agent (Agent,acting reasonably), Xxxxxxxx Borrower shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. (g) concurrently with delivery under a Permitted an OpCo Senior Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted OpCo Senior Working Capital Facility;; 67 Bakersfield Refinery - HoldCo Credit Agreement 4.10.8. (h) concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as theCleaning Work(as defined in the SPA) and Cleaning Plan (as andCleaning Plan(as defined in the SPA) delivered to Seller under the SPA; 4.10.9. Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer (i) on or before the 30th day 30thday following the last day of each calendar month, the monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory that are delivered to the OpCo Senior Administrative Agent under the OpCo Senior Credit Agreement (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC AgreementsAgreements or any other construction contract with respect to the Project); (j) concurrently with delivery under the OpCo Senior Credit Agreement, the quarterly information relating to each of SusOils and Sponsor delivered to the OpCo Senior Administrative Agent under Section 5.10(j)of the OpCo Senior Credit Agreement; (k) concurrently with delivery under the OpCo Senior Credit Agreement, each other report delivered to the OpCo Senior Administrative Agent or the OpCo Senior Lenders under the OpCo Senior Credit Agreement; (l) concurrently with the notice delivered underSection 5.11, all material documentation related to any notice given underSection 5.11; and 4.10.10. (m) promptly after Administrative Agent’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.)

Financial Statements; Other Reporting Requirements. Each Loan Party shall furnish to the Administrative Agent: 4.10.1. (a) (i) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, the monthly -82- US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such month and the related unaudited statements of income, retained earnings and cash flows for such monthly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail and (ii) commencing with the first full month after the Closing Date, as soon as available and in any event within forty five (45) days after the end of each month, a monthly report containing, to the extent applicable (A) such detailed information as Borrower customarily relies upon to monitor the operational performance of the Project, (B) information on the financial performance of the Project, (C) an update as to the “Cleaning Plan” (as defined in the SPA), including all notices and reporting relating thereto delivered under the SPA, (D) payments, royalties, volumes and costs relating to the SusOils License Agreement and (E) other key business performance indicators, in each case, in a form reasonably satisfactory to the Administrative Agent; 4.10.2. (b) commencing with the first full fiscal quarter after the Closing Date, as soon as available and in any event within sixty (60) days after the end of each fiscal quarter, quarterly unaudited consolidated financial statements of the Loan Parties, including the unaudited consolidated balance sheet as of the end of such quarterly period and the related unaudited statements of income, retained earnings and cash flows for such quarterly period and for the portion of such fiscal year ending on the last day of such period, all in reasonable detail; 4.10.3. (c) commencing with fiscal year ending on December 31, 2020, as soon as available and in any event within one hundred fifty (150) days (or, in the case of the fiscal year ending on December 31, 2020, one hundred eighty (180) days) after the end of each fiscal year, audited consolidated financial statements for such fiscal year for the Loan Parties, including therein the consolidated balance sheet as of the end of such fiscal year and the related statements of income, retained earnings and cash flows for such year, a comparison of actual performance of the Loan Parties with the projected performance set out in the Operating Budget for the relevant fiscal year and the respective directors’ and auditors’ reports, all in reasonable detail and accompanied by an audit opinion thereon by the Independent Auditor, which opinion shall state that said financial statements present fairly, in all material respects, the financial position of the Loan Parties, as the case may be, at the end of, and for, such fiscal year in accordance with GAAP; 4.10.4. (d) within forty-five (45) days following the end of each fiscal quarter, an environmental, social and governance report in respect of the applicable fiscal quarter in the form attached hereto as Exhibit H; 4.10.5. (e) at the time of the delivery of the financial statements under Sections 5.10(a), (b) and (c) above, a certificate of an Authorized Representative of such Loan Party (i) certifying to the Administrative Agent and the Lenders that such financial statements fairly present in all material respects the financial condition and results of operations of such Loan Party and its Affiliates on the dates and for the periods indicated in accordance with GAAP, subject, in the case of interim financial statements, to the absence of footnotes and normally recurring year-end adjustments and (ii) certifying to the Administrative Agent and the Lenders that no Default or Event of Default has occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15||; 4.10.6. (f) within thirty (30) days after each annual policy renewal date, a certificate of an Authorized Representative of Borrower certifying that the insurance requirements of Section 5.06 have been implemented and are being complied with by the Loan Parties and on or prior to the expiration of each policy required to be maintained pursuant to Section 5.06, certificates of insurance with respect to each renewal policy and each other insurance policy required to be in effect under this Agreement that has not previously been furnished to the Administrative Agent under this Agreement. If at any time requested by the Administrative Agent (acting reasonably), Xxxxxxxx Borrower shall deliver to the Administrative Agent a duplicate of any policy of insurance required to be in effect under this Agreement; 4.10.7. (g) concurrently with delivery under a Permitted Working Capital Facility, each periodic or other material report and each material notice delivered to lenders or agents, or by lenders or agents to one or more Loan Parties, under such Permitted Working Capital Facility; 4.10.8. (h) concurrently with delivery under the SPA, written reports concerning the status of the Cleaning Work (as defined in the SPA) and Cleaning Plan (as defined in the SPA) delivered to Seller under the SPA; 4.10.9. (i) Borrower shall, until the Term Conversion Date, deliver or cause to be delivered to Administrative Agent and the Independent Engineer on or before the 30th day following the last day of each calendar month, monthly reports describing the progress of the construction of the Project substantially in a form reasonably satisfactory to the Administrative Agent (together with copies of the most recently available monthly progress report received by Borrower under each of the EPC Agreements); and 4.10.10. (a) within thirty (30) days following the end of each fiscal quarter, quarterly information relating to each of SusOils and Sponsor substantially in a form reasonably satisfactory to the Administrative Agent; (a) concurrently with the notice delivered under Section 5.11, all material documentation related to any notice given under Section 5.11; and (j) promptly after Administrative Agent’s request therefor, such other information regarding the business, assets, operations or financial condition of the Loan Parties as the Administrative Agent may reasonably request.

Appears in 1 contract

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.)

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