Financial Statements; Ratings Change Sample Clauses

Financial Statements; Ratings Change. Other Information 85 Section 8.02 Notices of Material Events 90 Section 8.03 Existence; Conduct of Business 91 Section 8.04 Payment of Tax Obligations 91 Section 8.05 Performance of Obligations under Loan Documents 91 Section 8.06 Operation and Maintenance of Properties 92 Section 8.07 Insurance 92 Section 8.08 Books and Records; Inspection Rights 92 Section 8.09 Compliance with Laws 93 Section 8.10 Compliance with Agreements 93 Section 8.11 Environmental Matters 93 Section 8.12 Further Assurances 94 Section 8.13 Title Information 94 Section 8.14 Additional Collateral; Additional Guarantors 94 Section 8.15 Designations with Respect to Subsidiaries 96 Section 8.16 Excluded Subsidiaries 96 Section 8.17 ERISA Compliance 96 Section 8.18 Interest Rate Hedging Agreements 97 Section 8.19 Commodity Exchange Act Keepwell Provisions 97 Section 8.20 Post-Closing Obligations 97 Article IX Negative Covenants 98 Section 9.01 Financial Covenants 98 Section 9.02 Indebtedness 101 Section 9.03 Liens 102 Section 9.04 Restricted Payments 103 Section 9.05 Investments, Loans and Advances 105 Section 9.06 Nature of Business; International Operations 106 Section 9.07 Proceeds of Loans 106 Section 9.08 ERISA Compliance 107 Section 9.09 Sale or Discount of Receivables 107 Section 9.10 Mergers, Etc. 108 Section 9.11 Sale of Properties 108 Section 9.12 Environmental Matters 109 Section 9.13 Transactions with Affiliates 109 Section 9.14 Subsidiaries 110 Section 9.15 Limitation on Issuance of Equity Interests 110 Section 9.16 Negative Pledge Agreements; Dividend Restrictions 110 Section 9.17 Hedging Agreements 111 Section 9.18 Holding Company 111 Section 9.19 Sale and Leaseback 111 Section 9.20 Amendments to Organization Documents, Term Loan Documents, Material Contracts, Fiscal Year End, Southcross Holdings Investment Agreement or Backstop Investment Commitment Letter; Prepayments of other Indebtedness 111 Section 9.21 Anti-Terrorism Law; Anti-Money Laundering 112 Section 9.22 Embargoed Person 113 Section 9.23 Deposit Accounts, Securities Accounts and Commodity Accounts 113 Section 9.24 Capital Expenditures 113 Section 9.25 Southcross Holdings Receivables 113 Article X Events of Default; Remedies 114 Section 10.01 Events of Default 114 Section 10.02 Remedies 116 Article XI The Agents 117 Section 11.01 Appointment and Authority 117 Section 11.02 Rights as a Lender 117 Section 11.03 Exculpatory Provisions 118 Section 11.04 Reliance by Administrative Agent 119 Section 11.05 Delegation of...
Sample 1
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Financial Statements; Ratings Change and Other Information 46 SECTION 5.02 Notices of Material Events 47 SECTION 5.03 Existence; Conduct of Business 48 SECTION 5.04 Payment of Obligations 48 SECTION 5.05 Maintenance of Properties; Insurance 48 SECTION 5.06 Books and Records; Inspection Rights 48 SECTION 5.07 Compliance with Laws 48 SECTION 5.08 Use of Proceeds 48 SECTION 5.09 Subsidiary Guaranty 49 ARTICLE VI Negative Covenants 49 SECTION 6.01 Indebtedness 49 SECTION 6.02 Liens 50 SECTION 6.03 Fundamental Changes and Asset Sales 51 SECTION 6.04 Investment, Loans, Advances, Guarantees and Acquisitions 52 SECTION 6.05 Restrictive Agreements 52 SECTION 6.06 Restricted Payments 53 SECTION 6.07 Financial Covenants 53
Sample 1

Related to Financial Statements; Ratings Change

  • Financial Statements; Ratings Change and Other Information The Borrower will furnish to the Administrative Agent and each Lender:

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Condition; Financial Statements (a) On and as of the Restatement Effective Date, on a pro forma basis after giving effect to the Transaction and to all Indebtedness (including the Loans) incurred, and to be incurred, and Liens created, and to be created, by each Credit Party in connection therewith, with respect to each Borrower (on a stand-alone basis), and each Borrower and its Subsidiaries (on a consolidated basis) (x) the sum of the assets, at a fair valuation, of each Borrower (on a stand-alone basis) and each Borrower and its Subsidiaries (on a consolidated basis) will exceed its or their debts, (y) it has or they have not incurred nor intended to, nor believes or believe that it or they will, incur debts beyond its or their ability to pay such debts as such debts mature and (z) it or they will have sufficient capital with which to conduct its or their business. For purposes of this Section 7.10(a), “debt” means any liability on a claim, and “claim” means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

  • Financial Statements; Financial Condition; etc The Borrower shall have delivered to the Administrative Agent:

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Annual Financial Statement As soon as available, and in any event within ninety (90) days after and as of the close of each fiscal year of Borrower, a consolidated report of audit of Company, all in reasonable detail, audited by an independent certified public accountant selected by Borrower and reasonably acceptable to Bank, in accordance with generally accepted accounting principles on a basis consistently maintained by Borrower and certified by an appropriate officer of Borrower;

  • Year-End Financial Statements As soon as available but no later than one hundred (100) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • Financial Statement If Lessor desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

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