Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to furnish to the Administrative Agent for distribution to each Lender: (a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs), its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs), its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation; (d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be; (e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change; (f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and (g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (MPLX Lp), Revolving Credit Agreement (Marathon Petroleum Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:
(a) within 90 105 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP, KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.01, 6.03 and 6.09 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 that applies to the Borrower or any Subsidiary and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default with regard to Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly (i) after the same become publicly availablefiling thereof, copies of all periodic and other reports, proxy periodic and other certifications of the chief executive officer or a Financial Officer of the Borrower, registration statements and other publicly available materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeexchange (other than periodic non-material administrative certifications provided to any national securities exchange electronically), or and (ii) after the distribution thereof, copies of all financial statements, reports, proxy statements and other materials distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Loan Agreement (Fuller H B Co), Loan Agreement (Fuller H B Co)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (a “Compliance Certificate”) (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate Compliance Certificate and, if such a Default has occurred and is continuing as of the date of such certificateCompliance Certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.09, and (iii) stating whether any Designated Material Debt remains outstanding on the date that such Compliance Certificate is delivered, (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 6.09 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation, (v) if any Excluded Venture was a consolidated subsidiary of the Borrower during the period covered by such financial statements delivered pursuant to Section 5.01(a) or Section 5.01(b), then, to the extent not already provided in connection with clause (ii) above, setting forth information reconciling Consolidated EBITDA for the period covered thereby to net income (loss) reported for such period and indicating the amount of Debt (as defined in the definition of Consolidated Total Debt) of Excluded Ventures that is reflected in the financial statements but not included in the calculation of the ratio referred to in Section 6.09, (vi) setting forth the names of all Subsidiaries that are Excluded Ventures as of the date of the financial statements being delivered and (vii) if, during the period covered by such financial statements, any Subsidiary was designated or deemed designated as an Excluded Venture pursuant to Section 5.12(a) or Section 5.12(e) or any Excluded Venture was designated as a Subsidiary pursuant to Section 5.12(b), certifying that at the time of such designation or deemed designation, the conditions described in Section 5.12(a) or Section 5.12(b), as applicable, were satisfied;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x after Moody’s, S&P or S&P, written notice thereof and (ii) after Xxxxx’x or S&P Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA Patriot Act and information described in Section 10.15the Beneficial Ownership Regulation. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (MPLX Lp), Revolving Credit Agreement (Marathon Petroleum Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) ; concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and in the Parent Guarantor form of Exhibit G or any other form approved by the Administrative Agent (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(dc) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; provided that such information need not be provided by the Borrower if it is available on the Security and Exchange Commission’s XXXXX system and the Borrower sends an email notification to the Administrative Agent at the time such information becomes available on such system; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fd) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Heartland Payment Systems Inc), Credit Agreement (Heartland Payment Systems Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) concurrently with any delivery of financial statements under clause (a) above (or earlier if prepared and completed earlier by the Borrower) a current capital plan of the Borrower and its Subsidiaries (based on the Borrower’s good faith estimates and projections) for the next four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); and
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Weingarten Realty Investors /Tx/), Credit Agreement (Weingarten Realty Investors /Tx/)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (who shall make the same available to each Lender:the Lenders promptly following receipt):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear (if applicable), all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) Subject to Section 9.14, the Company further agrees to clearly label the financial statements described in clauses (a) and (b) (collectively, “Financial Statements”) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the Administrative Agent.
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of in the form attached hereto as Exhibit E signed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.12, together with any updates to Schedules EGL, ES and 3.05 and financial reporting to support the financial covenant calculations and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary of its Subsidiaries with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;; provided, that any statements, reports, notices, press releases or other information referred to in this Section 5.01(e) that are either (x) filed with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority and publicly available or (y) available to the public on the Company’s web site shall be deemed delivered to the Administrative Agent hereunder.
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x after Xxxxx’x, S&P or S&P, written notice thereof and (ii) after Xxxxx’x or S&P Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company, the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.), Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Consolidated Subsidiaries on a consolidated consolidated, and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower and in substantially the Parent Guarantor form of Exhibit C (ix) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiy) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.01, 6.05, 6.06, 6.09 and 6.10 and (iiiz) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may bebe and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the Index Debtrating of any Qualified Receivables Transaction, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) on or promptly following after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance acceptable to the Administrative Agent’s request therefor, all documentation . Financial statements and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information documents required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications electronically and if so delivered, shall be deemed to have been delivered (i) to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission, when such filing is available to the Lenders on the XXXXX website or (ii) in any case, on the date on which such documents are posted on the Borrower’s behalf on an Internet website to which each Lender and the Administrative Agent has access and the Borrower notifies the Administrative Agent and the Lenders of such posting. If the Borrower provides the financial statements and other documents required to be delivered pursuant to procedures approved by this Section 5.01 electronically pursuant to the Administrative Agentpreceding sentence, the Borrower will provide printed versions of such financial statements and other documents to any Lender upon such Lender’s request.
Appears in 2 contracts
Samples: Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to each Lender:
(a) within 90 105 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP, KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor Company (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.01, 6.03 and 6.09 and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 that applies to the Company or any Subsidiary and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default with regard to Section 6.09 (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly (i) after the same become publicly availablefiling thereof, copies of all periodic and other reports, proxy periodic and other certifications of the chief executive officer or a Financial Officer of the Company, registration statements and other publicly available materials filed by the Parent Guarantor Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeexchange (other than periodic non-material administrative certifications provided to any national securities exchange electronically), or and (ii) after the distribution thereof, copies of all financial statements, reports, proxy statements and other materials distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Fuller H B Co), Credit Agreement (Fuller H B Co)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Xxxxxxx Group or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter net operating income, and (iii) operating statements, rent roll and accounts receivable aging for each Mortgaged Property;
(c) concurrently with the delivery thereof, copies of all quarterly and annual reporting provided to the investors in the Parent;
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and Parent (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Exhibit B attached hereto, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationBorrowing Base Certificate;
(de) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Strategic Storage Trust, Inc.), Credit Agreement (Strategic Storage Trust, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP KPMG LLC or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and in the Parent Guarantor form of Exhibit D (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered certifying compliance with respect to the financial statements Section 6.04 for the fiscal quarter ending September 30, 2012 (if any), applicable period and setting forth reasonably detailed calculations demonstrating compliance with Section 6.13such compliance, and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and attaching appropriate reconciliation work-sheets, and (iv) in the case of the delivery of financial statements under clause (a) above (and, if requested by the Administrative Agent, under clause (b) above for any fiscal quarter ended on June 30 of any fiscal year), identifying the legal names of all Material Subsidiaries;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or with any national securities exchangeGovernmental Authority succeeding to any or all of the functions of the SEC, or distributed by the Parent Guarantor Borrower or any Subsidiary to its shareholders generally, as the case may be;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and
(gh) promptly following copies of all proposed or final amendments, consents, or waivers to the Administrative Agent’s request thereforExisting Credit Agreement and, all documentation and other information that if the Administrative Agent reasonably requests so requests, identical copies of such other information, reports, and notices delivered to the administrative agent and/or the lenders under the Existing Credit Agreement. Notwithstanding the foregoing, to the extent the Borrower files the information and reports referred to in clause (e) above with the SEC and such information is publicly available on its behalf or on behalf of any Lender the Internet, the Borrower shall be deemed to be in order to comply compliance with its ongoing obligations under applicable “know your customer” to furnish such information and anti-money laundering rules and regulations, including information required by reports to the Act and information described in Section 10.15. Information required to be delivered Administrative Agent pursuant to clause (ae), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Term Loan Agreement (Reynolds American Inc), Term Loan Agreement (Reynolds American Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Ernst & Young or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered Financial Covenants stipulated pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.to
Appears in 2 contracts
Samples: Credit Agreement (Almost Family Inc), Credit Agreement (Almost Family Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor Borrower, on XXXXX (beginning with or upon the fiscal year in which request of any Lender, the Closing Date occursBorrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX), its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Borrower on XXXXX (beginning with or upon the fiscal quarter in which request of any Lender, the Closing Date occursBorrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX), its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.16, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred delivered pursuant to in Section 6.13 5.01(a) above and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, on XXXXX (or upon the request of any Lender, the Borrower shall provide a copy of such statement or report described below to any Lender that does not have access to XXXXX) copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Magellan Midstream Partners Lp), Credit Agreement (Magellan Midstream Partners Lp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive consolidated income, stockholders’ equity and comprehensive income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other the independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Parent Guarantor Company and its the consolidated Subsidiaries on a consolidated basis in accordance conformity with GAAP consistently appliedGAAP;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its unaudited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor Company (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.03;
(d) promptly after the same become publicly available, copies of all periodic reports on Forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K (or any substitute or successor forms) filed by the Parent Guarantor Company with the Securities and Exchange Commission, or any Subsidiary with Governmental Authority succeeding to any or all of the SEC, or with any national securities exchangefunctions of said Commission, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s a request therefor, all documentation and other information that the Administrative Agent any Lender reasonably requests on its behalf or on behalf of any Lender as necessary in order for it to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and
(g) promptly following any request therefor, such other information required by regarding the Act operations, business affairs and information described in Section 10.15. Information required to be delivered pursuant to clause (a)financial condition of the Company, (b) any other Borrower or (d) any other Material Subsidiary, or compliance with the terms of this Section shall be deemed to have been delivered if such informationAgreement, as the Administrative Agent or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxxany Lender may reasonably request. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Documents required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 9.01; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or any Joint Lead Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, DebtDomain, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”
Appears in 2 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive consolidated income, stockholders’ equity and comprehensive income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other the independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Parent Guarantor Company and its the consolidated Subsidiaries on a consolidated basis in accordance conformity with GAAP consistently appliedGAAP;
(b) within 45 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its unaudited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor Company (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.03;
(d) promptly after the same become publicly available, copies of all periodic reports on Forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K (or any substitute or successor forms) filed by the Parent Guarantor Company with the Securities and Exchange Commission, or any Subsidiary with Governmental Authority succeeding to any or all of the SEC, or with any national securities exchangefunctions of said Commission, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s a request therefor, all documentation and other information that the Administrative Agent any Lender reasonably requests on its behalf or on behalf of any Lender as necessary in order for it to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and
(g) promptly following any request therefor, such other information required by regarding the Act operations, business affairs and information described in Section 10.15. Information required to be delivered pursuant to clause (a)financial condition of each Loan Party or any Material Subsidiary, (b) or (d) compliance with the terms of this Section shall be deemed to have been delivered if such informationAgreement, as the Administrative Agent or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxxany Lender may reasonably request. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Documents required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 9.01; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, DebtDomain, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information” and (z) the Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to xxxx any Borrower Materials “PUBLIC.”
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Sherwin Williams Co), 364 Day Bridge Credit Agreement (Sherwin Williams Co)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender, including their Public-Sxxxxx:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.08;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials reports on Form 8-K filed by the Parent Guarantor or any Subsidiary it with the SEC, or with any national securities exchangeGovernmental Authority succeeding to any of or all the functions of the SEC, or copies of all reports distributed by the Parent Guarantor to its shareholders generallyshareholders, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the any Loan Parties or any SubsidiaryParty, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section shall be deemed to have been delivered on the date on which the Borrower provides notice (reasonably identifying where the applicable disclosure may also be delivered by electronic communications pursuant obtained) to procedures approved the Administrative Agent that such information has been posted on the Borrower’s website on the internet at wxx.xxxxxxxxx.xxx/xxx, or on the SEC’s website on the internet at wxx.xxx.xxx or at another website identified in such notice and accessible by the Administrative AgentLenders without charge.
Appears in 2 contracts
Samples: Credit Agreement (Macquarie Infrastructure Corp), Credit Agreement (Macquarie Infrastructure Co LLC)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Borrowers will furnish to the Administrative Agent Agents for distribution to each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor each of the following:
(beginning with the fiscal year in which the Closing Date occurs), its i) audited consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows of the Parent and its Subsidiaries as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and
(ii) unaudited consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows for the Parent as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent on a consolidating basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, each of the following:
(beginning with the fiscal quarter in which the Closing Date occurs), its i) consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows of the Parent and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheetsheets, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and
(ii) consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows of the Parent as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of balance sheets, as of the end of) the previous fiscal year, all certified by one of the Parent’s Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Parent on a consolidating basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) aboveabove (and commencing with the delivery of such financial statements for the fiscal quarter of the Parent ending June 30, 2010), a certificate of a Financial Officer (a “Compliance Certificate”) of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.12 and Section 2.10(d) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) as soon as available, but in any event within 60 days after the end of each fiscal year of the Parent, an annual business plan and budget of such the Parent and its Subsidiaries on a consolidated basis, including forecasts prepared by management of the Parent of consolidated balance sheets and statements of income or operations and cash flows of the Parent and its Subsidiaries on a quarterly basis for the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs);
(e) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default under Section 6.12 (which certificate may be limited to the extent required by accounting rules or guidelines);
(f) promptly after the same become publicly available, copies of all periodic and other reportsreports (other than any report on Form S-8), proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said commission, or any similar Governmental Authority in a jurisdiction other than the United States, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;.
(eg) promptly Documents required to be delivered pursuant to clauses (ia), (b) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (iif) after Xxxxx’x above which are made available via XXXXX, or S&P shall have announced a change any successor system of the SEC, in the rating established Parent’s Annual Report on Form 10-K, Form 10-Q or Form 8-K, as applicable, shall be deemed delivered to have been established for the Index Debt, written notice of Lenders on the date such rating change;documents are made so available; and
(fh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Parent or any Subsidiary, or compliance with the terms of this Agreement, as the any Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool and all other properties of the Parent and its Subsidiaries, detailing at a minimum, the property address, square footage, tenant, rent and lease expiration date;
(c) concurrently with the delivery thereof, copies of all quarterly and annual reporting provided to the investors in the Parent;
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and Parent (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(de) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Mezzanine Credit Agreement, Mezzanine Credit Agreement (Griffin Capital Net Lease REIT, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each LenderAgent:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP PriceWaterhouseCoopers or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.12 (in the form of compliance certificate attached hereto as Exhibit 5.01) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;certificate; and
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Documents required to be delivered pursuant to clause (a), (bSection 5.01(a) or Section 5.01(b) (dto the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date (i) on which the Borrower posts such informationdocuments, or one or more annual or quarterly reports containing such information, shall be available provides a link thereto on the Borrower’s website of on the SEC at xxxx://xxx.xxx.xxx. Information required Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide electronic copies of the certificates required by Section 5.01(c) to the Administrative Agent. Except for such certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 2 contracts
Samples: Credit Agreement (Service Corp International), Credit Agreement (Service Corporation International)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Borrowers will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Ernst & Young or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters quarter of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear and including supporting notes and schedules, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and Parent (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly within 60 days after the same become publicly availableend of each fiscal quarter of each fiscal year of the Parent, copies an updated Borrowing Base Report executed by a Financial Officer of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may beand a Borrowing Base Report;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;[Intentionally Omitted]; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of a Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Increase Agreement, Joinder, and Second Amendment to Credit Agreement (Vinebrook Homes Trust, Inc.), Revolving Credit Agreement (Vinebrook Homes Trust, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Holdings, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Holdings, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Holdings and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate in the form of Exhibit D and signed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.09 and 6.10, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (iv) identifying by date, amount and payee thereof, all voluntary prepayments of Subordinated Debt made during the most recent fiscal quarter to which such financial statements relate;
(d) concurrently with any delivery of financial statements under clause (a) above, (i) a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines) and (ii) a budget (including, the balance sheet and statement of income and cash flow) of Holdings and its Subsidiaries for the then-current fiscal year in which such budget is delivered;
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by Holdings, the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of Holdings, the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Vera Bradley, Inc.), Credit Agreement (Vera Bradley, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and Company (each, a “Compliance Certificate”), in substantially the Parent Guarantor form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationapplicable Financial Covenants;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;; provided that notwithstanding the foregoing, the obligations in Section 5.01(d) and this Section 5.01(e) may be satisfied if such information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Company; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; andprovided that the Company shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Company or any of its Subsidiaries and their respective businesses and not constituting financial information.
(gf) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Any financial statements required to be delivered pursuant to clause (a), (bSection 5.01(a) or (d5.01(b) of this Section above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available furnished to the Administrative Agent on the date that such financial statement is posted on the SEC’s website of at xxx.xxx.xxx or the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by website for the Administrative AgentCompany.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement, Revolving Credit and Term Loan Agreement (Cooper Companies Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in together with comparative form the figures for the previous immediately preceding fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, in each case, as of the date indicated;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ shareholder’s equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, in each case as of the date indicated, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any physical delivery of financial statements under clause (a) or (b) aboveabove or within 5 Business Days following any such financial statements that have been furnished hereunder pursuant to electronic filing as permitted pursuant to Section 5.01(e), as the case may be, a certificate Compliance Certificate in the form of Exhibit F executed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to the matters required to be certified by such Financial Officer pursuant to clause (a) or (b) above, as applicable, (ii) certifying to the best of his or her knowledge as to whether a Default has occurred and is then continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Sections 6.15 and 6.16, (iv) attaching a copy of the current organizational chart of the Borrower and its Subsidiaries as of the date of such Compliance Certificate which shall include the information required by Section 6.13, 3.17 and (iiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent last audited financial statements provided under this Agreement that has had a significant effect on delivered pursuant to clause (a) above which were applied in the calculation preparation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 such financial statements and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a report of the accounting firm that reported on such financial statements stating (i) whether they obtained knowledge during the course of their examination of such financial statements of any Default (which report may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of (a) all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the Securities and Exchange Commission (the “SEC”), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be, and (b) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Subsidiaries; provided, that the foregoing information, along with the financial statements required to be furnished pursuant to clauses (a) and (b) of this Section 5.01, shall be deemed to have been furnished to the Administrative Agent and to each Lender when filed by Borrower in electronic format with the Securities and Exchange Commission and made available on EXXXX, so long has Borrower has provided notice of any such filing to the Administrative Agent. Upon notice of such filing from the Borrower, the Administrative Agent shall notify each Lender of such filing (which notice may be posted on Intralinks);
(ef) within 90 days following the commencement of each fiscal year, a projected consolidated balance sheet for the Borrower and its Subsidiaries as of the last day of such fiscal year and each additional fiscal year thereafter through and including the Revolving Credit Termination Date, along with the related projected statements of consolidated income, shareholder’s equity and cash flows for such fiscal year;
(g) promptly following receipt of any complaint, order, citation, notice or other written communication from any Person with respect to, or upon any Obligor’s obtaining knowledge of, (i) upon the Parent Guarantor obtaining existence or alleged existence of a rating for violation of any applicable Environmental Law or any Environmental Liability in connection with any property now or previously owned, leased or operated by the Borrower or any of its Index Debt from Xxxxx’x or S&PSubsidiaries, written notice thereof and (ii) any release of Hazardous Materials on such property or any part thereof in a quantity that is reportable under any applicable Environmental Law, and (iii) any pending or threatened proceeding for the termination, suspension or non-renewal of any permit required under any applicable Environmental Law, in each case in which there is a reasonable likelihood of an adverse decision or determination that could result in a Material Adverse Effect. Such notice shall contain a certificate of an executive officer of such Obligor, setting forth, in reasonable detail, such matter and the actions, if any, that such Obligor is required or proposes to take; and
(h) promptly after Xxxxx’x Mxxxx’x, S&P or S&P Fitch shall have announced a change in the Credit Rating established by such rating established or deemed to have been established for the Index Debtagency, written notice of such rating change;
(fi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(gj) promptly following receipt thereof, copies of all reports and comment letters from its independent public accountants to the Administrative Agent’s request thereforBorrower or any of its Subsidiaries, all documentation and other information that their respective Boards of Directors (or equivalent governing body) or any committee thereof with respect to the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information financial statements described in Section 10.15. Information required to be delivered pursuant to clause (a5.01(a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Quanex Corp), Credit Agreement (Quanex Building Products CORP)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Administrative Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Administrative Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Administrative Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each NYDOCS/1287812.1 case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.7 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Administrative Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchangeexchange or any applicable securities commission in Canada, or distributed by the Parent Guarantor Administrative Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following . Any delivery of the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information items required to be delivered pursuant to clause by (i) clauses (a), (b) or ), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered if to the Administrative Agent and the Lenders upon the filing of such informationitems with the Securities and Exchange Commission or other applicable securities commission, provided that such items are readily available for public viewing on XXXXX, or one or more annual or quarterly reports containing such information, shall be available on the website (ii) clause (c) of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative AgentBorrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Idexx Laboratories Inc /De)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which Borrower's and the Closing Date occurs), its Parent's audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal quarter in which Borrower's and the Closing Date occurs), its Parent's consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a property report with a list of all Real Property acquired by the Borrower or any of its Subsidiaries since the last quarterly property report and summary operating information for each project, including the Net Operating Income of each property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of EDR (the Borrower and the Parent Guarantor (i"Compliance Certificate") certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly within thirty (i30) upon days after the Parent Guarantor obtaining beginning of each fiscal year, a rating current operating budget of the Borrower and its Subsidiaries (based on the Borrower's good faith estimates and projections) for its Index Debt from Xxxxx’x or S&Pthat fiscal year, written notice thereof including projected sources and uses of funds (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;including dividend and debt payments); and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Education Realty Trust, Inc.), Credit Agreement (Education Realty Trust, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (in a form reasonably satisfactory to each Lender:the Administrative Agent):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Parent, its audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Price Waterhouse Coopers or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. Documents required to be delivered pursuant to this clause (a) which are made available via XXXXX, or any successor system of the SEC, in an Annual Report of the Parent on Form 10-K, shall be deemed delivered to the Lenders on the date such documents are made so available; provided that, upon request, the Parent shall deliver paper copies (or in any other manner approved pursuant to Section 9.01(b)) of such documents to the Administrative Agent;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning Parent, commencing with the fiscal quarter in which the Closing Date occurs)ending September 30, 2007, its consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. Documents required to be delivered pursuant to this clause (b) which are made available via XXXXX, or any successor system of the SEC, in a Quarterly Report of the Parent on Form 10-Q, shall be deemed delivered to the Lenders on the date such documents are made so available; provided that, upon request, the Parent shall deliver paper copies (or in any other manner approved pursuant to Section 9.01(b)) of such documents to the Administrative Agent;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.01 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or concurrently with any national securities exchangedelivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or distributed by the Parent Guarantor to its shareholders generally, as the case may beguidelines);
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly within a reasonable time following any reasonable written request therefortherefor by or through the Administrative Agent, such other information regarding the operations, business affairs and financial condition of the Loan Parties Parent or any Subsidiary, or compliance with the terms of this Agreement, Agreement as the Administrative Agent or any Lender may be reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentrequested.
Appears in 2 contracts
Samples: Revolving Credit Facility (MF Global Ltd.), 364 Day Revolving Credit Facility (MF Global Ltd.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.03;
(d) promptly after the same become publicly available, copies of all periodic reports on Forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K (or any substitute or successor forms) filed by the Parent Guarantor Borrower with the Securities and Exchange Commission, or any Subsidiary with Governmental Authority succeeding to any or all of the SEC, or with any national securities exchangefunctions of said Commission, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following a request therefor, all documentation and other information that any Lender reasonably requests as necessary in order for it to comply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, including the USA Patriot Act; and
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Material Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC Securities and Exchange Commission at xxxx://xxx.xxx.xxxxxxx://xxx.xxx.xxx and, in either case, a confirming electronic correspondence shall have been delivered or caused to be delivered to the Lenders providing notice of such posting or availability; provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Five Year Competitive Advance and Revolving Credit Facility Agreement (Sherwin Williams Co), Competitive Advance and Revolving Credit Facility Agreement (Sherwin Williams Co)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent (for distribution to each Lender:):
(a) within on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)year, its audited consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit; provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely from the classification of the Loans hereunder as short-term indebtedness during the twelve-month period prior to the Maturity Date hereunder) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP consistently appliedGAAP;
(b) within on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)such quarterly accounting period, its consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.04;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary Borrower with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request thereforprovided, all documentation and other that such financial information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required is otherwise prepared by the Act Borrower or such Subsidiary in the ordinary course of business, is of a type customarily provided to lenders in similar credit facilities and information described in Section 10.15is not subject to attorney-client or similar privilege. Information required to be delivered pursuant to clause subsections (a), (b) or and (d) of this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, information shall be have been posted by the Administrative Agent on IntraLinks or similar site to which the Lenders have been granted access or posted and available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Keurig Dr Pepper Inc.), Term Loan Agreement (Keurig Dr Pepper Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the U.S. Administrative Agent for distribution to each LenderAgent:
(a) within 90 30 days after the end of date in each fiscal year on which the Company is required to file its Annual Report on Form 10-K with the Securities and Exchange Commission (after giving effect to any extensions obtained by the Company), (i) such Annual Report on Form 10-K of the Parent Guarantor Company, and (beginning with the fiscal year in which the Closing Date occurs), ii) its audited consolidated balance sheet and the related consolidated statements of incomeresults of operations, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported audited on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing selected by the Company (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit); provided, however, that (x) the Company shall be deemed to have furnished said Annual Report on Form 10-K for purposes of clause (i) if it shall have timely made the same available on “XXXXX”, its website on the Internet (as of the Effective Date located at xxx.xxxxx.xxx) and/or another relevant website accessible by the Lenders without charge and (y) if said Annual Report on Form 10-K contains such consolidated balance sheet and such consolidated statements of results of operations, shareholders’ equity and cash flows, and the report of such independent public accountants (without qualification or exception, and to the effect that such consolidated financial statements present fairlyeffect, in all material respectsas specified above), the financial position and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance Company shall not be required to comply with GAAP consistently appliedclause (ii);
(b) within 45 30 days after the end of each of the first three fiscal quarters of date in each fiscal year on which the Company is required to file a Quarterly Report on Form 10-Q with the Securities and Exchange Commission (after giving effect to any extensions obtained by the Company), (i) such Quarterly Report on Form 10-Q of the Parent Guarantor Company, and (beginning with the fiscal quarter in which the Closing Date occurs), ii) its consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity results of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedConsolidated basis, subject to normal year-end audit adjustments and the absence of footnotes; provided, however, that (x) the Company shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of clause (i) if it shall have timely made the same available on “XXXXX”, its website on the Internet (as of the Effective Date located at xxx.xxxxx.xxx) and/or another relevant website accessible by the Lenders without charge, and (y) if said Quarterly Report on Form 10-Q contains such consolidated balance sheet and consolidated statements of results of operations and cash flows, the Company shall not be required to comply with clause (ii);
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor Company (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.03 and (iii) stating whether any change in GAAP or in the application thereof that is known to such Financial Officer has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 that affects in any material respect the calculations required for determining compliance with Section 6.03 (as compared to determining compliance without giving effect to such change) and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after filing thereof, notice to the same become publicly available, copies U.S. Administrative Agent of the filing of all periodic and other reports, proxy statements and other materials required to be filed by the Parent Guarantor Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be, except that the Company shall not be required to provide notice of any such filing that is not material (and in furtherance of the foregoing, the Company will give to the U.S. Administrative Agent prompt written notice of any change at any time or from time to time of the location of the Company’s website on the Internet); provided, however, the Company shall be deemed to have furnished such notice upon such filings becoming publicly available (whether on “XXXXX” or the Company’s website on the Internet);
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from after S&P or Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change downgrade in the rating established or deemed to have been established for the Index Debt, written notice of such rating changedowngrade;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent a Lender reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act; and
(g) promptly following any request therefor, such other information required by regarding the Act operations, business affairs and information described in Section 10.15. Information required to be delivered pursuant to clause (a)financial condition of the Company or any Subsidiary, (b) or (d) compliance with the terms of this Section shall be deemed to have been delivered if such informationAgreement, as the U.S. Administrative Agent or one or more annual or quarterly reports containing such information, shall be available on any Lender (through the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the U.S. Administrative Agent) may reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Sysco Corp), Credit Agreement (Sysco Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool and all other properties of the Parent and its Subsidiaries, detailing at a minimum, the property address, square footage, tenant, rent and lease expiration date;
(c) concurrently with the delivery thereof, copies of all quarterly and annual reporting provided to the investors in the Parent;
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (the “Compliance Certificate”) in the form of Exhibit B attached hereto and a borrowing base certificate of a Financial Officer of the Parent Guarantor (ithe “Borrowing Base Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit G attached hereto;
(de) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Griffin Capital Net Lease REIT, Inc.), Credit Agreement (Gc Net Lease Reit, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:(in electronic or hard copy form):
(ai) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP PriceWaterhouseCoopers or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(bii) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.133.10, Section 6.01, Section 6.07, Section 6.09 and Section 6.12 (in the form of compliance certificate attached hereto as Exhibit 5.01) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(div) concurrently with any delivery of financial statements under clause (i) above, an annual budget of the Borrower and the Subsidiaries for such fiscal year;
(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(evi) promptly (i) upon following the Parent Guarantor obtaining a occurrence thereof, notice of any change in any rating for its Index Debt from of the Borrower by Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fvii) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Service Corporation International), Revolving Credit Agreement (Service Corporation International)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Administrative Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Administrative Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Administrative Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Administrative Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Administrative Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.9 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Administrative Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Administrative Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Administrative Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following . Any delivery of the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information items required to be delivered pursuant to clause by (i) clauses (a), (b) or ), and (d) of this Section by the Administrative Borrower shall be deemed to have been delivered if to the Administrative Agent and the Lenders upon the filing of such informationitems with the Securities and Exchange Commission, provided that such items are readily available for public viewing on XXXXX, or one or more annual or quarterly reports containing such information, shall be available on the website (ii) clause (c) of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative AgentBorrower shall be deemed satisfied by delivery to the Administrative Agent of such items for posting to Intralinks or other such similar system (to the extent Intralinks or such other system has been established, is functioning and is accessible to each Lender).
Appears in 2 contracts
Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender, including their Public-Xxxxxx:
(a) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) Subject to Section 9.14, the Company further agrees to clearly label the financial statements described in clauses (a) and (b) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the Administrative Agent.
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of in the form attached hereto as Exhibit E signed by a Financial Officer of the each Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.11, together with any updates to Schedules CDOS, EGL, ES and 3.05 and financial reporting to support the financial covenant calculations and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(de) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary of its Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;; provided that any statements, reports, notices, press releases or other information referred to in this Section 5.01(f) that are either (x) filed with any securities exchange or with the SEC or any governmental or private regulatory authority and publicly available or (y) available to the public on the Company’s web site shall be deemed delivered to the Administrative Agent hereunder.
(eg) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x after Xxxxx’x, S&P or S&P, written notice thereof and (ii) after Xxxxx’x or S&P Fitch shall have announced a change in the rating established or deemed to have been established for the Company or the Index Debt, as applicable, written notice of such rating change;
(fh) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(gi) promptly following within ten (10) Business Days after the Administrative Agent’s request thereforEffective Date, the unaudited pro forma condensed consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2015 (including the notes thereto) and the unaudited pro forma condensed consolidated statements of operations for the nine-month period then ended and the year ended December 31, 2014 (including the notes thereto), all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required certified by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website a Financial Officer of the SEC at xxxx://xxx.xxx.xxx. Information required Company as presenting a good faith estimate of the pro forma consolidated financial position of the Company and its Subsidiaries as of such date, in each case after giving effect to be delivered pursuant the consummation of the Merger and the payment of fees and expenses related to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative AgentMerger.
Appears in 2 contracts
Samples: Term Loan Agreement (Gramercy Property Trust), Revolving Credit and Term Loan Agreement (Gramercy Property Trust)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender, including their Public-Xxxxxx:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) Subject to Section 9.14, the Company further agrees to clearly label the Financial Statements with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the Administrative Agent.
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball Electronics, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and (each, a “Compliance Certificate”), in substantially the Parent Guarantor form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationapplicable Financial Covenants;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; provided that notwithstanding the foregoing, the obligations in Section 5.01(d) and this Section 5.01(e) may be satisfied if such information is posted on the SEC’s website at xxx.xxx.xxx or the website for the Borrower; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; andprovided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information.
(gf) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Any financial statements required to be delivered pursuant to clause (a), (bSection 5.01(a) or (d5.01(b) of this Section above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available furnished to the Administrative Agent on the date that such financial statement is posted on the SEC’s website of at xxx.xxx.xxx or the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by website for the Administrative AgentBorrower.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cooper Companies Inc), Amendment and Restatement Agreement (Cooper Companies Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO USA, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Pool Property Portfolio Summary Schedule consistent with the form previously provided to the Agent, broken out by Pool Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter Net Operating Income, and (iii) operating statements, rent roll and accounts receivable aging for each Pool Property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (the “Compliance Certificate”) in the form of Exhibit B attached hereto and a borrowing base certificate of a Financial Officer of the Parent Guarantor (ithe “Borrowing Base Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit H attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary of the Parent with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.), Credit Agreement (SmartStop Self Storage REIT, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to each Lender through the Administrative Agent for distribution to each LenderAgent:
(a) within 90 days after the end of each fiscal year of Fiscal Year, the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs), its Borrower’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, that, so long as the Parent Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, as amended, the requirements of this paragraph shall be deemed satisfied by the delivery of, the Annual Report of the Parent Borrower on Form 10-K (or any successor form as prescribed by the Securities and Exchange Commission) for such Fiscal Year, signed by the duly authorized officer or officers of the Parent Borrower;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of Fiscal Quarters, the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs), its Borrower’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;; provided, however, that, so long as the Parent Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, as amended, the requirements of this paragraph shall be deemed satisfied by the delivery of the Quarterly Report of the Parent Borrower on Form 10-Q (or any successor form as prescribed by the Securities and Exchange Commission) for the relevant Fiscal Quarter, signed by the duly authorized officer or officers of the Parent Borrower.
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Parent Borrower and the Parent Guarantor (i) certifying as to whether stating that he or she has obtained no knowledge that a Default has occurred and is continuing (except as of the date of set forth in such certificate andcertificate), (ii) if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.07; and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 which has had an effect on such financial statements and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all other periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(ef) promptly (i) upon after the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written Borrower shall have received notice thereof and (ii) after that Xxxxx’x or S&P shall have has announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) promptly following any request therefor, (x) such other information regarding the operations, business affairs and or financial condition position of the Loan Parties Parent Borrower or any Subsidiaryother Loan Party, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply may reasonably request and (y) information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Patriot Act and the Beneficial Ownership Regulation, provided that the Parent Borrower shall not be required to provide any personal data or information described in Section 10.15. Information with respect to any individual, including without limitation personally identifiable information, unless such data or information is required to be delivered pursuant to clause provided under applicable “know your customer” and anti-money laundering rules and regulations; and
(a)h) promptly after receipt thereof by any Borrower or any Subsidiary, copies of each written notice or other written correspondence received from the Securities and Exchange Commission (bor comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or (d) of this Section shall be deemed to have been delivered if such information, possible investigation or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved other inquiry by the Administrative AgentSecurities and Exchange Commission or such other agency regarding financial or other operational results of any Borrower or any Subsidiary thereof.
Appears in 2 contracts
Samples: Credit Agreement (Ralph Lauren Corp), Credit Agreement (Ralph Lauren Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to each Lender through the Administrative Agent for distribution to each LenderAgent:
(a) within 90 days after the end of each fiscal year Fiscal Year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Deloitte & Touche or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; provided, however, that, so long as the Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed satisfied by the delivery of, the Annual Report of the Borrower on Form 10-K for such Fiscal Year, signed by the duly authorized officer or officers of the Borrower;
(b) within 45 60 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;; provided, however, that, so long as the Borrower is required to file reports under Section 13 of the Securities and Exchange Act of 1934, the requirements of this paragraph shall be deemed satisfied by the delivery of the Quarterly Report of the Borrower on Form 10-Q for the relevant Fiscal Quarter, signed by the duly authorized officer or officers of the Borrower.
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether stating that he or she has obtained no knowledge that a Default has occurred and is continuing (except as of the date of set forth in such certificate andcertificate), (ii) if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.03 and 6.07; and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 which has had an effect on such financial statements and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all other periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(ef) promptly (i) upon after the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written Borrower shall have received notice thereof and (ii) after Xxxxx’x that Mxxxx’x or S&P shall have has announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and or financial condition position of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or on behalf of any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Polo Ralph Lauren Corp), Credit Agreement (Polo Ralph Lauren Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender, including their Public-Xxxxxx:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) The Borrower represents and warrants that it, its controlling Person and any Subsidiary, in each case, if any, either (i) has no registered or publicly traded securities outstanding, or (ii) files its financial statements with the SEC and/or makes its financial statements available to potential holders of its 144A securities, and, accordingly, the Borrower hereby (A) authorizes the Administrative Agent to make the financial statements to be provided under Section 5.01(a) and (b) above, along with the Loan Documents, available to Public-Xxxxxx and (B) agrees that at the time such financial statements are provided hereunder, they shall already have been made available to holders of its securities. The Borrower will not request that any other material be posted to Public-Xxxxxx without expressly representing and warranting to the Administrative Agent in writing that such materials do not constitute material non-public information within the meaning of the federal securities laws or that the Borrower has no outstanding publicly traded securities, including 144A securities. Notwithstanding anything herein to the contrary, in no event shall the Borrower request that the Administrative Agent make available to Public-Xxxxxx budgets or any certificates, reports or calculations with respect to the Borrower’s compliance with the covenants contained herein.
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
, and (gii) promptly following the Administrative Agent’s request therefor, all information and documentation and other information that reasonably requested by the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA PATRIOT Act and information described the Beneficial Ownership Regulation; and
(g) within 45 days after the end of each fiscal quarter of the Borrower, a report showing (i) the amount of accounts receivable sold and then outstanding as of that most recently completed quarter, both by account debtor and in Section 10.15total; and (ii) the Borrower’s consolidated total sales for the 4 quarter period then ending. Information required to be delivered pursuant to clause (a)For the purposes of this provision, (bi) accounts receivable that are unsold but with only the passage of time will be sold, and (ii) unsold receivables of an account debtor to the extent such receivables are encumbered by or (d) of this Section subject to a Lien shall, without duplication, be considered to have been, and shall be deemed to have been delivered if such informationshown as, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentsold.
Appears in 2 contracts
Samples: Credit Agreement (Kimball Electronics, Inc.), Credit Agreement (Kimball Electronics, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each LenderAgent, including their Public Xxxxxx:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification commentary, emphasis or exception arising out of the scope of the audit, or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated and consolidating balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-year end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer the Borrower (i) in substantially the form of Exhibit B (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year end audit adjustments and the Parent Guarantor absence of footnotes, (iii) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.12(a) and (iiib) and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) as soon as available, but in any event not more than 30 days after the end of each fiscal year of the Borrower, a copy of the plan and forecast, including a projected year end consolidated and consolidating balance sheet and a quarterly income statement and cash forecast of the Borrower for the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;
(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements reports and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as other than those filed with the case may beSecurities and Exchange Commission;
(eg) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fh) promptly following any written request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following . The Company further agrees to clearly label the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information financial statements described in Section 10.15. Information required to be delivered pursuant to clause clauses (a), ) and (b) or (dcollectively, “Financial Statements”) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required with a notice stating: "Confidential Financial Statements to be delivered pursuant Provided to this Section may also be delivered by electronic communications pursuant All Lenders, Including Public-Xxxxxx” before delivering them to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (who shall make the same available to each Lender:the Lenders promptly following receipt):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor Company< (beginning with as such period may be extended by any additional period of time as permitted by an order of the fiscal year in which Securities and Exchange Commission for delivery by the Closing Date occursCompany of annual financial statements due to circumstances related to COVID-19, to the extent that the Company qualifies for such extension)>, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Company< (beginning with as such period may be extended by any additional period of time as permitted by an order of the fiscal quarter in which Securities and Exchange Commission for delivery by the Closing Date occursCompany of quarterly financial statements due to circumstances related to COVID-19, to the extent that the Company qualifies for such extension)>, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear (if applicable), all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) Subject<subject > to Section 9.14, the Company further agrees to clearly label the financial statements described in clauses (a) and (b) (collectively, “Financial Statements”) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the Administrative Agent;
(d) concurrently with any delivery of financial statements under clause (a) or (b) above< (as such periods may be extended by any additional periods of time as permitted by an order of the Securities and Exchange Commission for delivery by the Company of annual or quarterly financial statements, as applicable, due to circumstances related to COVID-19, to the extent that the Company qualifies for such extension)>, a compliance certificate of in the form attached hereto as Exhibit E signed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in setting forth< (A) for any fiscal quarter or fiscal year period ending after the case of any such certificate delivered with respect Amendment Effective Date and prior to the financial statements for last fiscal quarter during the Covenant Waiver Period (commencing with the fiscal quarter ending September June 30, 2012 (if any2020), setting forth (x) reasonably detailed calculations of the financial covenants contained in Sections 6.12(a), (d) and (f) (calculated pursuant to the provisions in effect prior to the Amendment Effective Date) and (y) reasonably detailed calculations demonstrating compliance with the financial covenants contained in Sections 6.12(b), (c), (e), (g) and (i), and (B) for any other period (commencing with the final fiscal quarter ending during the Covenant Waiver Period),> reasonably detailed calculations demonstrating compliance with Section 6.136.12, together with any updates to Schedules EGL, ES and 3.05 and financial reporting to support the financial covenant calculations and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(de) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary of its Subsidiaries with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be; provided, that any statements, reports, notices, press releases or other information referred to in this Section 5.01(e) that are either (x) filed with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority and publicly available or (y) available to the public on the Company’s web site shall be deemed delivered to the Administrative Agent hereunder;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x after Xxxxx’x, S&P or S&P, written notice thereof and (ii) after Xxxxx’x or S&P Fitch shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company, the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request<; and><
(gh) promptly following >< for each fiscal month during the Administrative Agent’s request thereforperiod from and after the Amendment Date until the Covenant Compliance Date, all documentation and other information that in each case within twenty-five (25) days after the Administrative Agent reasonably requests on its behalf or on behalf end of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a)each month, (bi) or a monthly cash flow and liquidity forecast and projected uses for such month (dincluding a comparison between projected and actual amounts for the immediately preceding fiscal month that show actual uses of cash and a certification that such uses are permitted under this Agreement) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly and (ii) monthly profit and loss statements and Xxxxx Travel Research reports containing such information, shall be available on for each Unencumbered Property for the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentimmediately preceding month>.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each LenderAgent:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor Borrower, the audited (beginning with as to the fiscal year in which the Closing Date occurs), its audited Trust only) consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income and retained earnings and cash flows of the Consolidated Group as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary, or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with Borrower, the fiscal quarter in which the Closing Date occurs), its unaudited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income and retained earnings and cash flows of the Consolidated Group as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearyear (if available), all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) Subject to Section 9.12, the Borrower further agrees to clearly label the financial statements described in clauses (a) and (b) (collectively, “Financial Statements”) with a notice stating: “Confidential Financial Statements to be Provided to All Lenders, Including Public-Xxxxxx” before delivering them to the Administrative Agent, but only if such Financial Statements are not publicly filed.
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of Compliance Certificate executed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.11 and 6.12, and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recent audited Financial Statements delivered by Borrower or, prior to the delivery of the initial audited Financial Statements, the internally prepared financial statements provided under this Agreement that has had a significant effect on dated September 30, 2013 that, in each case, affects the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 Financial Statements, and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(de) concurrently with the annual and quarterly financial statements required under clauses (a) and (b) above, (i) a schedule of the Unencumbered Properties comprising the Total Unencumbered Property Pool Value, summarizing Unencumbered Property NOI, and (ii) prior to release of the Equity Pledge, rent rolls for the Unencumbered Properties;
(f) promptly after the same become publicly available, upon request of Administrative Agent copies of all material periodic and other reports, proxy registration statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as may be reasonably requested pursuant to a reasonable and customary request by the Administrative Agent or any Lender may reasonably request; andLender.
(gh) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Documents required to be delivered pursuant to clause (a), Section 5.01(a) or (b) or Section 5.01(g) (dto the extent any such documents are included in materials otherwise filed with the SEC) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date (i) on which the Borrower posts such informationdocuments, or one or more annual or quarterly reports containing such information, shall be available provides a link thereto on the Borrower’s website of on the SEC Internet at xxxx://xxx.xxx.xxx. Information required the website address provided to be delivered pursuant Administrative Agent; or (ii) on which such documents are publicly filed or are posted on the Borrower’s behalf on an Internet or intranet website, if any, to this Section may also be delivered by electronic communications pursuant to procedures approved which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Mezzanine Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ members' equity and cash flows as of the end of and for such year, setting forth in each case (other than in the case of financial statements for the fiscal year ending December 31, 2006) in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis Borrower in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ members' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided previously delivered under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies receipt of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor any notice or communication from any Subsidiary Rating Agency with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor respect to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index DebtLoans or any other matter with respect to this Agreement, written a copy of each such notice or communication;
(e) not later than 11:00 a.m. (New York City time) the fifth Business Day immediately preceding each Quarterly Payment Date, a copy of the Distribution Schedule with respect to such rating changeQuarterly Payment Date;
(f) concurrently with any delivery of any other notice or report pursuant to any Program Document, a copy of each such notice or report; and
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any SubsidiaryBorrower, or compliance with the terms of this Agreement, as the Administrative Mezzanine Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a property report with a list of all Real Property acquired by the Borrower or any of its Subsidiaries since the last quarterly property report and summary operating information for each project, including the Net Operating Income of each property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of EDR (the Borrower and the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly within thirty (i30) upon days after the beginning of each fiscal year, a current consolidated operating budget of the Parent Guarantor obtaining a rating which includes the Borrower and its Subsidiaries (based on the Parent’s good faith estimates and projections) for its Index Debt from Xxxxx’x or S&Pthat fiscal year, written notice thereof including projected sources and uses of funds (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;including dividend and debt payments); and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which Borrower's and the Closing Date occurs), its Parent's audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal quarter in which Borrower's and the Closing Date occurs), its Parent's consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a property report with a list of all Real Property acquired by the Borrower or any of its Subsidiaries since the last quarterly property report and summary operating information for each project, including the Net Operating Income of each property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of EDR (the Borrower and the Parent Guarantor (i"Compliance Certificate") certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly within thirty (i30) upon days after the Parent Guarantor obtaining beginning of each fiscal year, a rating current operating budget of the Borrower and its Subsidiaries (based on the Borrower's good faith estimates and projections) for its Index Debt from Xxxxx’x or S&Pthat fiscal year, written notice thereof including projected sources and uses of funds (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;including dividend and debt payments); and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and Company (each, a “Compliance Certificate”), in substantially the Parent Guarantor form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationapplicable Financial Covenants;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; andprovided that the Company shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Company or any of its Subsidiaries and their respective businesses and not constituting financial information.
(gf) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Any financial statements required to be delivered pursuant to clause (a), (bSection 5.01(a) or (d5.01(b) of this above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website of at xxx.xxx.xxx or the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by website for the Administrative AgentCompany.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Cooper Companies, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent (for distribution to each Lender:):
(a) within on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) or, if such financial statements are not required to be filed with the SEC, on or before the date that is 90 days after the end of each such fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)year, its audited consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on certified by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit; provided that such report may contain a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, if such qualification or exception is related solely from the classification of the Loans hereunder as short-term indebtedness during the twelve-month period prior to the Commitment Termination Date hereunder) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis as of such dates and for such periods in accordance with GAAP consistently appliedGAAP;
(b) within on or before the date on which such financial statements are required to be filed with the SEC (after giving effect to any permitted extensions) with respect to each of the first three quarterly accounting periods in each fiscal year of the Borrower or, if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)such quarterly accounting period, its consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal yearyear ended with the last day of such quarterly period, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.04;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary Borrower with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x Mxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request thereforprovided, all documentation and other that such financial information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required is otherwise prepared by the Act Borrower or such Subsidiary in the ordinary course of business, is of a type customarily provided to lenders in similar credit facilities and information described in Section 10.15is not subject to attorney-client or similar privilege. Information required to be delivered pursuant to clause subsections (a), (b) or and (dc) of this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual or quarterly or other reports or proxy statements containing such information, information shall be have been posted by the Administrative Agent on IntraLinks or similar site to which the Lenders have been granted access or posted and available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agenthxxx://xxx.xxx.xxx.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and in the Parent Guarantor form of Exhibit D (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered certifying compliance with respect to the financial statements Section 6.04 for the fiscal quarter ending September 30, 2012 (if any), applicable period and setting forth reasonably detailed calculations demonstrating compliance with Section 6.13such compliance, and (iii) stating whether any material change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and attaching appropriate reconciliation work-sheets, and (iv) in the case of the delivery of financial statements under clause (a) above (and, if requested by the Administrative Agent, under clause (b) above for any fiscal quarter ended on June 30 of any fiscal year), identifying the legal names of all Material Subsidiaries;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or with any national securities exchangeGovernmental Authority succeeding to any or all of the functions of the SEC, or distributed by the Parent Guarantor Borrower or any Subsidiary to its shareholders generally, as the case may be;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and
(gh) promptly following upon becoming available (or in the Administrative Agent’s request thereforcase of any agreements that no Loan Party is a party to, promptly upon receipt by any Loan Party), copies of all documentation amendments, consents, or waivers to the Existing Credit Agreement, the Acquisition Agreement, the BAT Subscription Agreement, the Imperial Purchase Agreement, the Ancillary Agreements and other information that the Imperial Transfer Agreement and, if the Administrative Agent reasonably requests so requests, identical copies of such other information, reports, and notices delivered (x) to the administrative agent and/or the lenders under the Existing Credit Agreement or (y) under the Acquisition Agreement, the BAT Subscription Agreement, the Imperial Purchase Agreement, the Ancillary Agreements or the Imperial Transfer Agreement. Notwithstanding the foregoing, to the extent the Borrower files the information and reports referred to in clause (e) above with the SEC and such information is publicly available on its behalf or on behalf of any Lender the Internet, the Borrower shall be deemed to be in order to comply compliance with its ongoing obligations under applicable “know your customer” to furnish such information and anti-money laundering rules and regulations, including information required by reports to the Act and information described in Section 10.15. Information required to be delivered Administrative Agent pursuant to clause (ae), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 A copy of each report, proxy statement and other reports and materials filed by the Borrower under the Exchange Act concurrent with the filing thereof with the SEC, including all annual and periodic reports on Form 10K and 10Q;
(b) Within 120 days after the end of each fiscal year year, the audited financial statements of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm of recognized national standing accountants reasonably acceptable to Administrative Agent, (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries Borrower on a consolidated basis in accordance with GAAP consistently applied;
(bc) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated and consolidating balance sheet and related consolidated and consolidating statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(cd) concurrently with any delivery of financial statements under clause (a), (b) or (bc) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.01, 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.08 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may becertificate;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Manhattan Bancorp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (and the Administrative Agent will promptly furnish the same to each Lender:):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive income, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of in the form attached hereto as Exhibit B, signed by a Financial Officer of the Borrower and the Parent Guarantor (i) (x) certifying as that, to whether a such Financial Officer’s knowledge, no Default has occurred and is continuing as continuing, or (y) specifying the details of the date of any Default that, to such certificate andFinancial Officer’s knowledge, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations and computations demonstrating compliance with Section 6.13the applicable Financial Covenants including, without limitation, (x) a listing of the Unencumbered Assets, any new Eligible Ground Leases entered into during such quarter, and the Net Operating Income for each of the Unencumbered Assets and (y) schedules of Additional Subsidiary Indebtedness, to the extent included in such calculations and computations, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary or any applicable Parent Entity with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Securities and Exchange Commission, or with any national securities exchange, or and/or distributed by the Borrower or such Parent Guarantor Entity to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x Moody’s or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, (1) such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
provided that in no event shall the Borrower be required to disclose information (gx) promptly following to the Administrative Agent’s request therefor, all documentation and other information extent that such disclosure to the Administrative Agent or such Lender violates any bona fide contractual confidentiality obligations by which it is bound, so long as (i) such obligations were not entered into in contemplation of this Agreement or any of the other Transactions and (ii) such obligations are owed by it to a third party, or (y) as to which it has been advised by counsel that the provision of such information to the Administrative Agent or such Lender would give rise to a waiver of attorney-client privilege, (2) information and documentation reasonably requests on its behalf requested by the Administrative Agent or on behalf of any Lender in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Patriot Act and the Beneficial Ownership Regulation and (3) such other information described in Section 10.15regarding sustainability matters and practices of the Borrower or any Subsidiary (including with respect to corporate governance, environmental, social and employee matters, respect for human rights, anti-corruption and anti-bribery) as the Administrative Agent or any Lender may reasonably request for purposes of compliance with any legal or regulatory requirement or internal policies applicable to it. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved or whether made available by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.
Appears in 1 contract
Samples: Revolving Credit Agreement (Brixmor Operating Partnership LP)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO USA, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Mortgaged Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter net operating income, and (iii) operating statements, rent roll and accounts receivable aging for each Mortgaged Property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and Parent (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary of the Parent with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust IV, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Borrowers will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrowers, its their audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrowers and its their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrowers, its their consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrowers and its their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of a Borrower in the Borrower form of Exhibit F hereto (i) certifying that such Financial Officer has reviewed the terms of the Loan Documents, and has made, or caused to be made, under his or her supervision, a review in reasonable detail of the consolidated financial condition of the Borrowers and the Parent Guarantor Subsidiaries during the period covered by such reports, (iii) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13SECTION 6.1 and SECTION 6.8, and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 SECTION 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (v) containing updates of Schedule 3.15;
(d) promptly after to the same become extent not publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrowers or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor a Borrower to its shareholders generally, as the case may be;
(e) promptly following any request therefor, all such financial information regarding the Borrowers and the Subsidiaries and specifically regarding the properties and assets of the Borrowers and the Subsidiaries, as the Administrative Agent or Lenders shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted capital expenditures, operating statements (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&Pcurrent year and immediately preceding year, written notice thereof if applicable), operating performance statistics and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;mortgage information; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties a Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Borrowers will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrowers, its their audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrowers and its their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrowers, its their consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrowers and its their consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of a Borrower in the Borrower form of Exhibit F hereto (i) certifying that such Financial Officer has reviewed the terms of the Loan Documents, and has made, or caused to be made, under his or her supervision, a review in reasonable detail of the consolidated financial condition of the Borrowers and the Parent Guarantor Subsidiaries during the period covered by such reports, (iii) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13SECTION 6.1, and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 SECTION 3.4 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (v) containing updates of Schedule 3.15;
(d) promptly after to the same become extent not publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrowers or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor a Borrower to its shareholders generally, as the case may be;
(e) promptly following any request therefor, all such financial information regarding the Borrowers and the Subsidiaries and specifically regarding the properties and assets of the Borrowers and the Subsidiaries, as the Administrative Agent or Lenders shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted capital expenditures, operating statements (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&Pcurrent year and immediately preceding year, written notice thereof if applicable), operating performance statistics and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;mortgage information; and
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(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties a Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:
Agent: within ninety (a90) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity equity, and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures as of the end of and for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
applied and certified by a Financial Officer of the Borrower; within ninety (b90) days after the end of each fiscal year of the Company, one (1)-year projected consolidated balance sheet, income statement, statements of cash flows and sources and uses and covenant compliance projections of the Company and its Subsidiaries commencing from the end of such fiscal year; within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) ; concurrently with any delivery of financial statements under clause (a) or (bc) above, a certificate of Compliance Certificate signed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 certifying (if any), and setting forth reasonably detailed calculations demonstrating demonstrating) compliance with Section 6.136.12, together with reports on newly acquired Eligible Unencumbered Real Property Assets, including a listing thereof and their Net Operating Income and acquisition cost, any updates to Schedule 3.14 and financial reporting to support the financial covenant calculations (including that the applicable Real Property Asset satisfies the eligibility criteria set forth in the definition of “Eligible Unencumbered Real Property Asset”), (iii) specifying each (if any) sale, encumbrance with a Lien to secure Indebtedness or other transfer occurring during the most recently ended fiscal quarter of any Eligible Unencumbered Real Property Asset, (iv) in the case of the inclusion of any new Mortgage Note in the computation of Eligible Unencumbered Mortgage Note Value, the Borrower shall include an updated description of all Mortgage Notes included in the computation of Eligible Unencumbered Mortgage Note Value, and (iiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 that affects the Borrower and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;
certificate (d) it being understood that the Real Property Assets or Mortgage Notes acquired during the compliance reporting period that comply with the eligibility requirements for Eligible Unencumbered Real Property Assets or Eligible Unencumbered Mortgage Note Value, as applicable, as of the date of the Compliance Certificate shall be included in the calculation of financial covenants set forth in Section 6.12); promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company, the Borrower or any Subsidiary of their respective Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
; provided that any statements, reports, notices, press releases or other information referred to in this Section 5.01(e) that are either (ex) promptly filed with any securities exchange or with the SEC or any governmental or private regulatory authority and publicly available or (iy) upon available to the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof public on the Company’s web site shall be deemed delivered to the Administrative Agent hereunder; and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other additional data, certificates, reports, statements, documents or further information regarding the operationsbusiness, assets, liabilities, financial condition, results of operations or business affairs and financial condition prospects of the Loan Parties Company, the Borrower or any Subsidiaryof their respective Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
provided that in no event shall the Company or the Borrower be required to disclose information (gx) promptly following to the Administrative Agent’s request therefor, all documentation and other information extent that such disclosure to the Administrative Agent reasonably requests on its behalf or such Lender violates any bona fide contractual confidentiality obligations by which it is bound, so long as (i) such obligations were not entered into in contemplation of this Agreement or any of the other Transactions and (ii) such obligations are owed by it to a third party, or (y) as to which it has been advised by counsel that the provision of such information to the Administrative Agent or such Lender would give rise to a waiver of attorney-client privilege. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of any Lender in order to comply with its ongoing obligations under applicable the Borrower hereunder (collectively, “know your customer” Borrower Materials”) by posting the Borrower Materials on an Electronic System and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (deach, a “Public Lender”). The Borrower hereby agrees that (w) of this Section all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by authorized the Administrative Agent, the Joint Lead Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws; (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of an Electronic System designated “Public Investor;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion or an Electronic System not designated “Public Investor.”
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Four Corners Property Trust, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool and all other properties of the Parent and its Subsidiaries, detailing at a minimum, the property address, square footage, tenant, rent and lease expiration date;
(c) concurrently with the delivery thereof, copies of all quarterly and annual reporting provided to the investors in the Parent;
(d) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (the “Compliance Certificate”) in the form of Exhibit B attached hereto and a borrowing base certificate of a Financial Officer of the Parent Guarantor (ithe “Borrowing Base Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit G attached hereto;
(de) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following receipt thereof, any financial information received by Borrower from any tenant at a Mortgaged Property. To the Administrative extent any tenant providing such financial information is not a publicly held company, the provision of such information shall be made subject to the acknowledgment and acceptance by any third party to whom such financial information is provided that such financial information is being disseminated on a confidential basis in accordance with Agent’s request thereforstandard syndication process which shall in any event require “click through” or other affirmative action on the part of the recipient to access such financial information. Agent may use any such confidential information from tenants only in connection with performing analysis consistent with the terms of this Agreement and may disseminate such information only to its employees, all documentation affiliates, directors, members, partners, co-lenders, agents and advisors having a need for access to such information in connection therewith. Agent shall also be permitted to provide such confidential financial information to any special servicer, rating agency or other information that third party entitled to receive the Administrative Agent reasonably requests on its behalf or on behalf same under the terms of any Lender in order servicing agreement to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentwhich Agent is a party.
Appears in 1 contract
Samples: Credit Agreement (Griffin Capital Essential Asset REIT, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers PricewaterhouseCoopers, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, ; (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section Sections 6.09, 6.10, 6.11, 6.12 and 6.13, and ; (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationCompliance Certificate; (iv) reporting the existence of (including all information and representations and warranties contained in Section 3.12 hereof) any Subsidiaries of the Borrower that have not been reported to the Administrative Agent either on Schedule 3.12 attached hereto or in a Compliance Certificate previously delivered in accordance with this Section 5.01(c) ; and (v) reporting any capital projects or acquisitions within such period that have been consummated within the limitation set forth in Section 6.04(e) hereof;
(d) concurrently with any delivery of financial statements under clause (a) above, a copy of any management letter of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which management letter may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all registration statements, periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(ef) promptly (i) upon as soon as available and in any event within 45 days after the Parent Guarantor obtaining end of each quarterly fiscal period of each fiscal year of the Borrower, a rating statement of occupancy rates, revenue, and operating income at each of the facilities owned or maintained by the Borrower and its Subsidiaries as at the end of such period, from the beginning of the respective fiscal year to the end of such fiscal quarter, in each case setting forth in comparative form the corresponding figures for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change the corresponding periods in the rating established or deemed to have been established budget for the Index Debt, written notice of such rating changefacility;
(fg) as soon as available and in any event within ten (10) Business Days after each quarterly fiscal period of each fiscal year of the Borrower, a report, in form and substance satisfactory to the Administrative Agent, setting forth as of the last Business Day of such period a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx to market value therefor, any new credit support agreements relating thereto not listed on Schedule 3.14, any margin required or supplied under any credit support document, and the counter party to each such agreement; and
(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and (each, a “Compliance Certificate”), in substantially the Parent Guarantor form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationapplicable Financial Covenants;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; andprovided that the Borrower shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Borrower or any of its Subsidiaries and their respective businesses and not constituting financial information. NAI-1534445371v61539529111v7
(gf) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Any financial statements required to be delivered pursuant to clause (a), (bSection 5.01(a) or (d5.01(b) of this above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website of at xxx.xxx.xxx or the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by website for the Administrative AgentBorrower.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Pricewaterhouse Coopers, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause paragraph (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) as soon as available, but in any event no later than 60 days after the end of each fiscal year of the Borrower (or such later date as the Administrative Agent may agree), a copy of the final plan and forecast (including a projected consolidated balance sheet, income statement and cash flow statement) of the Borrower and its Subsidiaries for each quarter of the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent, in general conformity with the financial statements furnished under 5.01(a) or the projections furnished under 4.01(f), and signed by the President, chief executive officer, or chief financial officer of the Borrower; provided that to the extent such the plan and forecast changes over the course of a fiscal year as a result of a cost cutting or other major strategic initiative, the Borrower shall furnish to the Administrative Agent and the Lender an updated version of such the plan and forecast outlining a summary of the changes;
(e) if, and only if, as of the last date of the applicable year for which financial statements are delivered under paragraph (a) above, there are Loans outstanding under this Agreement in excess of $35,000,000.00, concurrently with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Documents required to be delivered pursuant to clause (aSections 5.01(a), (b) or and (de) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System. Upon the request of the SEC at xxxx://xxx.xxx.xxx. Information Administrative Agent, the Borrower shall provide electronic copies of such documents via electronic mail and/or paper copies of the compliance certificates required by Section 5.01(c) to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution on behalf of each Lender (and the Administrative Agent will make available to each Lender:):
(a) within as soon as available and in no event later than 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Fiscal Year, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such yearFiscal Year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within as soon as available and in no event later than 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Fiscal Year, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.14 and 6.15, and (iii) to the extent that any such change in GAAP has an impact on such financial statements, stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04, and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate and (iv) certifying as to the amounts of Available Cash, Available Distributable Cash, Available Equity Proceeds of the date of such certificate and setting forth reasonably detailed calculations thereof;
(d) within 60 days after the beginning of each Fiscal Year, a detailed consolidated budget for such Fiscal Year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such Fiscal Year and setting forth the assumptions used in preparing such budget) and, promptly when available, any significant revisions of such budget approved by the board of directors of the Borrower;
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary Wireline Company with the SEC, SEC or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;.
(f) promptly following any reasonable written request by Administrative Agent therefor, (i) copies of all material reports and written information to and from (A) the FCC or any PUC with jurisdiction over the property or business of any Wireline Company or (B) the United States Environmental Protection Agency, or any state or local agency responsible for environmental matters, the United States Occupational Health and Safety Administration, or any state or local agency responsible for health and safety matters, or any successor or other agencies or authorities concerning environmental, health or safety matters, (ii) copies of any statement or report furnished to RUS in connection with the RUS Grant and Security Agreement or (iii) such other information regarding the operations, business affairs and financial condition of the Loan Parties or any SubsidiaryWireline Company, or compliance with the terms of this Agreementany Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request;
(g) no later than one Business Day following September 1, 2015, a certificate of a Financial Officer certifying as to (i) the aggregate amount of Tranche B-2 Term Loans outstanding on September 1, 2015 with a maturity date of December 17, 2015 and (ii) the non-satisfaction (or the satisfaction, as applicable) of the Maturity Acceleration Condition, it being understood that the delivery of such certificates referred to in Section 2.07(d)(v) or Section 2.10(k) shall be deemed to be a satisfaction of this requirement; and
(gh) promptly following the Administrative Agent’s request therefor, all documentation and Any financial statement or other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information materials required to be delivered pursuant to this Section may also 5.01 shall be deemed to have been delivered by electronic communications pursuant to procedures approved on the date on which such information is posted on the Borrower's website on the Internet or by the Administrative Agent on an IntraLinks or similar site to which Lenders have been granted access or shall be available on the SEC's website on the Internet at xxx.xxx.xxx; provided that (i) the Borrower shall give notice of any such posting to the Administrative Agent (who shall then give notice of any such posting to the Lenders), and (ii) the Borrower shall deliver paper copies of any such documents to the Administrative Agent if the Administrative Agent requests the Borrower to deliver such paper copies. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of any certificate required by Section 5.01(c) to the Administrative Agent. Except for such certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. Furthermore, if any financial statement or other materials required to be delivered under this Agreement shall be required to be delivered on any date that is not a Business Day, such information may be delivered to the Administrative Agent on the next succeeding Business Day after such date.
Appears in 1 contract
Samples: Credit Agreement (Windstream Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 105 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers PricewatershouseCoopers, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.01 and 6.07 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic S-3 registration statements (other than the exhibits thereto) and other reports, proxy statements reports on Forms 10-K and other materials 10-Q filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders stockholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information Documents required to be delivered pursuant to clause clauses (a), ) and (b) or (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date on which such informationdocuments are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., or one or more annual or quarterly reports containing soft copies) of such informationdocuments. Notwithstanding anything contained herein, in every instance the Borrower shall be available on the website required to provide copies of the SEC at xxxx://xxx.xxx.xxx. Information compliance certificates required to be delivered pursuant to by clause (c) of this Section may also be delivered by electronic communications pursuant 5.01 to procedures approved by the Administrative AgentAgent by one of the delivery methods specified in Section 9.01.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and in the Parent Guarantor form of Exhibit C (a “Compliance Certificate”)
(i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.11 and 6.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) within 45 days after the commencement of each fiscal year of the Borrower and its Subsidiaries (commencing with the fiscal year ending December 31, 2012), annual projections of the Borrower and its Subsidiaries for such fiscal years and remaining fiscal years to and including 2017 in form reasonably satisfactory to the Administrative Agent;
(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) promptly following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following through the Administrative Agent’s ) may reasonably request therefor, all documentation and (ii) such other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations documentation required by bank regulatory authorities under applicable “know your customer” and antiAnti-money laundering Money Laundering rules and regulationsregulations (including, including information required by without limitation, the Act and information described in Section 10.15PATRIOT Act), as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request. Information Documents required to be delivered pursuant to clause clauses (a), ) and (b) or (d) of this Section 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date on which such informationdocuments are filed for public availability on the Securities and Exchange Commission’s Electronic Data Gathering and Retrieval System; provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., or one or more annual or quarterly reports containing soft copies) of such informationdocuments. Notwithstanding anything contained herein, in every instance the Borrower shall be available on the website required to provide paper copies of the SEC at xxxx://xxx.xxx.xxx. Information compliance certificates required to be delivered pursuant to by clause (c) of this Section may also be delivered by electronic communications pursuant 5.01 to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in In the case of Section 5.01(d)the Borrower, each of the Borrower and the Parent Guarantor agree to furnish to the Administrative Agent for distribution to each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, together with a customary “management discussion and analysis” provision;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, together with a customary “management discussion and analysis” provision;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of duly completed Compliance Certificate signed by a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a that no Default or Event of Default has occurred and is continuing as of the date of such certificate andor, if such a Default or Event of Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details nature and extent thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.10, 6.11 and 6.12; (iii) setting forth reasonably detailed calculations of the Leverage Ratio, the Available Retained Basket Amount and the Available Retained Basket Usage Amount as of the end of such fiscal quarter and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default or Event of Default under Section 6.11 or 6.12 (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) within 90 days after the beginning of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget.
(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Restricted Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(eg) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x after Xxxxx’x, S&P or S&P, written notice thereof and (ii) after Xxxxx’x or S&P Fitch shall have announced a change in the rating established or deemed to have been established for the Index DebtBorrower or the Senior Credit Facilities, written notice of such rating change;
(fh) promptly following any request therefor, such other information regarding after the operations, business affairs and financial condition of receipt thereof by the Loan Parties Borrower or any Restricted Subsidiary, or compliance with a copy of any “management letter” received by any such Person from its certified public accountants and the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; andmanagement’s response thereto;
(gi) promptly following after the Administrative Agent’s request thereforby any Lender, all documentation and other information that the Administrative Agent such Lender reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act;
(j) promptly following any request therefor, subject to compliance with applicable law and any restrictions imposed by a Governmental Authority, such other information required by regarding the Act operations, business affairs and information described financial condition of the Borrower or any Restricted Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request (for itself or on behalf of any Lender); and
(k) if there are any Unrestricted Subsidiaries as of the last day of any fiscal quarter, simultaneously with the delivery of each set of consolidated financial statements referred to in Section 10.15Sections 5.01(a) or 5.01(b) above, the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of any Unrestricted Subsidiaries that constitute Significant Subsidiaries from such consolidated financial statements. Information required to be delivered pursuant to clause paragraphs (a), (b) or (df) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been delivered to the Administrative Agent in a format which is suitable for posting by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC Securities and Exchange Commission at xxxx://xxx.xxx.xxxxxxx://xxx.xxx.xxx (and the Borrower shall endeavor to deliver or cause to be delivered to the Administrative Agent a confirming electronic correspondence providing notice of such availability, provided that the failure to deliver such confirming electronic correspondence shall not constitute a default hereunder); provided that the Borrower shall deliver paper copies of such information to any Lender that requests such delivery. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Huntington Ingalls Industries, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive consolidated income, stockholders’ equity and comprehensive income and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other the independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Parent Guarantor Company and its the consolidated Subsidiaries on a consolidated basis in accordance conformity with GAAP consistently appliedGAAP;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its unaudited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor Company (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation6.03;
(d) promptly after the same become publicly available, copies of all periodic reports on Forms 10-K, 10-Q and other reports, proxy statements and other materials 8-K (or any substitute or successor forms) filed by the Parent Guarantor Company with the Securities and Exchange Commission, or any Subsidiary with Governmental Authority succeeding to any or all of the SEC, or with any national securities exchangefunctions of said Commission, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s a request therefor, all documentation and other information that the Administrative Agent any Lender reasonably requests on its behalf or on behalf of any Lender as necessary in order for it to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; and
(g) promptly following any request therefor, such other information required by regarding the Act operations, business affairs and information described in Section 10.15. Information required to be delivered pursuant to clause (a)financial condition of the Company, (b) any other Borrower or (d) any other Material Subsidiary, or compliance with the terms of this Section shall be deemed to have been delivered if such informationAgreement, as the Administrative Agent or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxxany Lender may reasonably request. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent. Documents required to be delivered pursuant to Section 5.01(a), Section 5.01(b) or Section 5.01(d) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 9.01; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or any Joint Lead Arranger may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Company hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, DebtDomain, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Company or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Company hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Joint Lead Arrangers and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Joint Lead Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated as “Public Side Information.” Notwithstanding the foregoing, the Company shall be under no obligation to mark any Borrower Materials “PUBLIC.”
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers BDO USA, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, together with all supporting notes and schedules thereto, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Pool Property Portfolio Summary Schedule, broken out by Pool Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter Net Operating Income, and (iii) operating statements, rent roll and accounts receivable aging for each Pool Property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower Parent (the “Compliance Certificate”) in the form of Exhibit B attached hereto and a borrowing base certificate of a Financial Officer of the Parent Guarantor (ithe “Borrowing Base Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit H attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary of the Parent with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (SmartStop Self Storage REIT, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) ; concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and in the Parent Guarantor form of Exhibit G or any other form approved by the Administrative Agent (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(dc) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; provided that such information need not be provided by the Borrower if it is available on the Security and Exchange Commission’s EXXXX system and the Borrower sends an email notification to the Administrative Agent at the time such information becomes available on such system; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fd) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Bridge Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and in the Parent Guarantor form of Exhibit G or any other form approved by the Administrative Agent (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.09 and 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; provided that such information need not be provided by the Borrower if it is available on the Security and Exchange Commission’s XXXXX system and the Borrower sends an email notification to the Administrative Agent at the time such information becomes available on such system; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Bridge Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Bridge Loan Agreement (Heartland Payment Systems Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent (for distribution to each Lender:):
(a) within 90 days after (i) as promptly as reasonably practicable following the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Effective Date, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such yearthe fiscal year ended December 31, setting forth in each case in comparative form the figures for the previous fiscal year2015, all reported on by PricewaterhouseCoopers LLP Ernst & Young LLP, or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied and (ii) commencing with the fiscal year ending December 31, 2016, within (x) prior to an IPO, 180 days after each fiscal year end of the Borrower and (y) on and after an IPO, 90 days after each fiscal year end of the Public Company, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the Parent Guarantor end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP, or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception (other than a qualification related to the maturity of the Commitments and the Loans at the Maturity Date) and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower (or, after an IPO, the Public Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) commencing with the fiscal quarter ended June 30, 2016, within (x) prior to an IPO, 90 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and (y) on and after an IPO, 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Public Company, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower (or, after an IPO, the Public Company) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and (or, after an IPO, the Parent Guarantor Public Company) in substantially the form of Exhibit F attached hereto (i) certifying as to whether a Default or Event of Default has occurred and is continuing as of the date of such certificate thereof and, if such a Default or Event of Default has occurred and is continuing as of the date of such certificatethereof, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Sections 6.01(f) and (g) and Section 6.136.09 as of the last day of the applicable fiscal quarter or fiscal year for which such financial statements are being delivered, and (iii) stating whether if and to the extent that any change in GAAP or in the application thereof that has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any 3.04 had an impact on such change has occurredfinancial statements, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;certificate, (v) certifying as to the current list of Unrestricted Subsidiaries appropriately designated as such pursuant to Section 5.11(a) and (vi) certifying as to the current list of Material Domestic Subsidiaries.
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Restricted Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be, in each case that is not otherwise required to be delivered to the Administrative Agent pursuant hereto;
(e) promptly concurrently with any delivery of financial statements under clause (ia) upon or (b) above, the Parent Guarantor obtaining a rating Borrower shall provide unaudited financial statements of the character and for its Index Debt from Xxxxx’x or S&P, written notice thereof the dates and periods as in such clauses (a) and (iib) after Xxxxx’x covering the Unrestricted Subsidiaries on a combined basis (if any), together with a consolidating statement reflecting eliminations or S&P shall have announced a change in adjustments required to reconcile the rating established or deemed to have been established for the Index Debt, written notice financial statements of such rating changeUnrestricted Subsidiaries to the financial statements delivered pursuant to such clauses (a) and (b); provided that the Borrower shall not be required to provide such financial statements unless the Borrower compiles such combined financial statements as part of its regular internal reporting processes or is able to compile such combined financial statements without undue effort or expense;
(f) prior to the first filing of a registration statement on Form S-1 with respect to the Qualified Equity Interests of the Public Company (or such earlier time at which the Borrower anticipates in good faith that it will be filing a registration statement on Form S-1 in the following four months), concurrently with any delivery of financial statements under clause (a) above, an annual summary profit and loss forecast (in substantially the form attached hereto as Exhibit I) (it being understood that (x) the first such annual summary profit and loss forecast shall be due concurrently with the delivery of the audited financial statements with respect to the fiscal year ended December 31, 2016 pursuant to clause (a) above and (y) if an annual summary profit and loss forecast is not provided because the Borrower anticipates in good faith that it will be filing a registration statement on Form S-1 in the following four months but does not so file such Form S-1, the Borrower shall deliver the annual summary profit and loss forecast promptly (and in any event within 30 days of the end of such four month period) thereafter); and
(g) promptly following any request in writing (including any electronic message) therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Restricted Subsidiary, or compliance with the terms of this AgreementAgreement or any other Loan Document, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (aSection 5.01(a), (bSection 5.01(b) or (dSection 5.01(d) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date (i) on which the Borrower posts such information, or one or more annual or quarterly reports containing such information, shall be available provides a link thereto on the Borrower’s website of on the SEC Internet on any investor relations page at xxxx://xxx.xxxxxxxx.xxx (or any successor page) or at xxxx://xxx.xxx.xxx. Information required ; or (ii) on which such information is posted on the Borrower’s behalf on an Internet or intranet website, if any, to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved which the Lenders and the Administrative Agent have been granted access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that in the case of each of clause (i) and (ii) above, the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (and the Administrative Agent will promptly furnish the same to each Lender:):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Term Loan Agreement (Brixmor Operating Partnership LP)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (and the Administrative Agent will promptly furnish the same to each Lender:):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP Ernst & Young or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its unaudited consolidated balance sheet and related unaudited statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its a Financial Officers Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of in the form attached hereto as Exhibit B, signed by a Financial Officer of the Borrower and the Parent Guarantor (i) (x) certifying as that, to whether a such Financial Officer’s knowledge, no Default has occurred and is continuing as continuing, or (y) specifying the details of the date of any Default that, to such certificate andFinancial Officer’s knowledge, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations and computations demonstrating compliance with Section 6.13the applicable Financial Covenants including, without limitation, (x) a listing of the Unencumbered Assets, any new Eligible Ground Leases entered into during such quarter, and the Net Operating Income for each of the Unencumbered Assets and (y) schedules of Additional Subsidiary Indebtedness, to the extent included in such calculations and computations, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary or any applicable Parent Entity with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Borrower or such Parent Guarantor Entity to its shareholders generally, as the case may be;
(e) after the occurrence of the Debt Rating Pricing Election Date, promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied together with a copy of any management letter issued in connection therewith;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. Notwithstanding anything to the contrary contained herein, for the period during which the Borrower is required to file Form 10-Q with the U.S. Securities and Exchange Commission, the submission of said Form 10-Q in the time period provided in this subsection (b) shall be deemed to satisfy the requirements of this subsection (b);
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying verifying to the best of his knowledge as to whether a material Default has occurred and is continuing as of the date of such certificate and, if such a material Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after within sixty (60) days of the same become publicly availableend of each Fiscal Year, copies a one-year projection of all periodic the Borrower and other reportsthe Guarantors, proxy statements such projection to include an income statement and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;balance sheet; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis basis, as of such dates and for such periods, in accordance conformity with GAAP consistently appliedGAAP; provided that delivery within the time frame specified above of copies of Borrower's Annual Report on Form 10-K filed with the SEC shall satisfy the requirements of this paragraph (a) of this Section 5.01;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis basis, as of such dates and for such periods, in accordance conformity with GAAP consistently appliedGAAP, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently ; provided that delivery within the time frame specified above of copies of Borrower's Quarterly Report on Form 10-Q filed with any delivery the SEC shall satisfy the requirements of financial statements under clause (a) or this paragraph (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.5.01;
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (in a form reasonably satisfactory to each Lender:the Administrative Agent):
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Parent, its audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. Documents required to be delivered pursuant to this clause (a) which are made available via XXXXX, or any successor system of the SEC, in an Annual Report of the Parent on Form 10-K, shall be deemed delivered to the Lenders on the date such documents are made so available; provided that, upon request, the Parent shall deliver paper copies (or in any other manner approved pursuant to Section 9.01(b)) of such documents to the Administrative Agent;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning Parent, commencing with the fiscal quarter in which the Closing Date occurs)ending September 30, 2007, its consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes. Documents required to be delivered pursuant to this clause (b) which are made available via XXXXX, or any successor system of the SEC, in a Quarterly Report of the Parent on Form 10-Q, shall be deemed delivered to the Lenders on the date such documents are made so available; provided that, upon request, the Parent shall deliver paper copies (or in any other manner approved pursuant to Section 9.01(b)) of such documents to the Administrative Agent;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.01 and including for each relevant period evidence demonstrating compliance with Section 6.08(b) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or concurrently with any national securities exchangedelivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or distributed by the Parent Guarantor to its shareholders generally, as the case may beguidelines);
(e) as soon as available (and, in any event by any date on which such financial statements shall be required to be furnished to any applicable regulatory authority), unaudited (or, to the extent prepared for other purposes, audited) financial statements of the Borrower and any other Designated Borrower, including at least a balance sheet and a statement of operations or profit and loss, as of the end of and for each fiscal year and for each quarterly or semiannual period for which such financial statements shall be prepared, which financial statements shall present fairly in all material respects the financial condition and results of operations of the Borrower or such Designated Borrower, on a consolidated basis if it has subsidiaries, subject to the absence of footnotes if not included and, in the case of quarterly or semiannual periods, normal year-end adjustments;
(f) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fg) promptly within a reasonable time following any reasonable written request therefortherefor by or through the Administrative Agent, such other information regarding the operations, business affairs and financial condition of the Loan Parties Parent or any Subsidiary, or compliance with the terms of this Agreement, Agreement as the Administrative Agent or any Lender may be reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentrequested.
Appears in 1 contract
Samples: Revolving Credit Facility (MF Global Holdings Ltd.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) : within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) ; within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity income retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) ; concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and Company (each, a “Compliance Certificate”), in substantially the Parent Guarantor form of Exhibit B, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, thereto and (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation;
(d) applicable Financial Covenants; promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or and/or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof ; and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information provided that the Administrative Agent reasonably requests on Company shall not be required to deliver confidential information consisting of trade secrets or other proprietary or competitively sensitive information relating to the Company or any of its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” Subsidiaries and anti-money laundering rules their respective businesses and regulations, including information required by the Act and information described in Section 10.15not constituting financial information. Information NAI-1539367892v12 Any financial statements required to be delivered pursuant to clause (a), (bSection 5.01(a) or (d5.01(b) of this above and any information required to be delivered pursuant to Section 5.01(d) above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available furnished to the Administrative Agent on the date that such financial statement or other information is posted on the SEC’s website of at xxx.xxx.xxx or the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by website for the Administrative AgentCompany.
Appears in 1 contract
Samples: Revolving Credit Agreement (Cooper Companies, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)REIT, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and arising out of the scope of the audit, or without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor REIT and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 forty-five (45) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)REIT, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor REIT and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) a certificate of a Financial Officer of the Borrower REIT (the “Compliance Certificate”) in the form of Exhibit D attached hereto, and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except financial information for each property in the case Unencumbered Pool including an operating statement, a statement of any such certificate delivered with respect revenues and expenses, occupancy information, a rent roll (including rental rate detail) and information required to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated calculate Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationOperating Income;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor REIT or any Subsidiary of its Subsidiaries with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor REIT to its shareholders generally, as the case may be;
(e) promptly (i) upon on or before January 15 of each year, the Parent Guarantor obtaining a rating Borrower's and the REIT's annual projected sources and uses of revenue for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change that year in the rating established or deemed same form as provided to have been established for the Index Debt, written notice of such rating change;Administrative Agent prior to the date hereof; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the any Loan Parties Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholdersshareholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and arising out of the scope of the audit, or without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 fifty (50) days after the end of each of the first three (3) fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.10 and (iii) stating whether any change in GAAP or in 4832-2498-4973 the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after any request by the Administrative Agent made not earlier than thirty (30) days, and not later than ninety (90) days, after the commencement of any fiscal year, a detailed consolidated budget that has been approved by the Board of Directors of the Borrower for the then current fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Financial Officer has no reason to believe that such Projections are incorrect or misleading in any material respect;
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following through the Administrative Agent’s ) may reasonably request therefor, all and (y) information and documentation and other information that reasonably requested by the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply (through the Administrative Agent) for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15Patriot Act. Information Documents required to be delivered pursuant to clause (aSection 5.01(a), (b) or (de) of this Section (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved or whether made available by the Administrative Agent). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;.
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;.
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.10, 6.12, 6.13 and 6.14 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all periodic and other reports (including any accountants’ reports, comment letters and material press releases or press releases relating to financial matters), proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission or with any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be; provided that with respect to filings with the Securities and Exchange Commission, only a notice of such filing shall be provided;
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(fg) within 75 days of the commencement of each fiscal year of the Borrower, a detailed consolidated budget for such fiscal year (including a projected consolidated balance sheet and related statements of projected operations and cash flow as of the end of and for such fiscal year and setting forth the assumptions used for purposes of preparing such budget) and, promptly when available, any significant revisions of such budget.
(h) within 90 days after the end of each fiscal year of the Borrower, a summary of the insurance coverage in full force and effect; and
(i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender Lender, acting through the Administrative Agent, may reasonably request; and.
(gj) promptly following Notwithstanding any other provision of this Agreement, until the Administrative Agent’s request therefor, Borrower has delivered all documentation the financial information and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information statements required to be delivered pursuant by Section 5 hereunder in accordance therewith, the Borrower shall provide to clause the Lenders, not later than thirty (a30) days after the end of each of the Company’s twenty-eight (28) day fiscal periods, a financial report containing, without limitation, information regarding domestic comparative store sales, system sales, total revenues, Indebtedness, Cash, Cash Equivalents, and any other information the Administrative Agent may reasonably request from time to time, in each case to at least the level of detail as customarily provided to executive management and/or the board of directors of the Borrower. Notwithstanding anything to the contrary set forth herein, to the extent the delivery deadlines for Sections 5.01(a), (b), (g) or and (dh) of this Section shall be deemed to have been delivered if fall on a non-Business Day, the Borrower may deliver such information, or one or more annual or quarterly reports containing such information, shall be available items on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative AgentBusiness Day next succeeding such day.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Borrowers will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Lead Borrower, the fiscal year in which the Closing Date occurs), its Lead Borrower’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, together with all notes thereto all reported on by PricewaterhouseCoopers LLP PwC or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis Lead Borrower in accordance with GAAP consistently applied;
(b) within 45 75 days after the end of each of the first three fiscal quarters semi-annual reporting period of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)each Borrower, its consolidated each Borrower’s balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter semi-annual period and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis such Borrower in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Lead Borrower and (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Exhibit B attached hereto and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationBorrowing Base Certificate;
(d) promptly as soon as available and in any event within 75 days after the same become publicly available, copies end of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary each fiscal quarter of Lead Borrower (commencing with the SECfirst full fiscal quarter ended after the Effective Date), or with any national securities exchange, or distributed by a schedule of the Parent Guarantor to its shareholders generallyportfolio holdings, as of the case may be;end of such period, of Lead Borrower, as required by Form N-Q or Form N-PORT, as applicable; and
(e) promptly simultaneously with the delivery of the financial statements referred to in clause (ia) upon above, the Parent Guarantor obtaining a rating for statement of all contingent liabilities involving amounts of $1,000,000 or more of the Lead Borrower and its Index Debt from Xxxxx’x subsidiaries which are not reflected in such financial statements or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change referred to in the rating established or deemed notes thereto (including, without limitation, all guaranties, endorsements and other contingent obligations in respect of the indebtedness of others, and obligations to have been established for reimburse the Index Debt, written notice issuer in respect of such rating changeany letters of credit);
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Borrower or any SubsidiarySubsidiary of a Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request thereforreceipt thereof, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website copies of the SEC at xxxx://xxx.xxx.xxx. Information required monthly statements with respect to be delivered pursuant to this Section may also be delivered the Borrowers’ Indebtedness under repurchase agreements or other Indebtedness secured by electronic communications pursuant to procedures approved by the Administrative Agenttheir assets.
Appears in 1 contract
Samples: Revolving Credit Agreement (NexPoint Strategic Opportunities Fund)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x Xxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) concurrently with any delivery of financial statements under clause (a) above (or earlier if prepared and completed earlier by the Borrower) a current capital plan of the Borrower and its Subsidiaries (based on the Borrower's good faith estimates and projections) for the next four (4) calendar quarters including projected sources and uses of funds (including dividend and debt payments); and
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Weingarten Realty Investors /Tx/)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which Borrower’s and the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal quarter in which Borrower’s and the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) a property report with a list of all Real Property acquired by the Borrower or any of its Subsidiaries since the last quarterly property report and summary operating information for each project, including the Net Operating Income of each property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of EDR (the Borrower and the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly within thirty (i30) upon days after the Parent Guarantor obtaining beginning of each fiscal year, a rating current operating budget of the Borrower and its Subsidiaries (based on the Borrower’s good faith estimates and projections) for its Index Debt from Xxxxx’x or S&Pthat fiscal year, written notice thereof including projected sources and uses of funds (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;including dividend and debt payments); and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
: (a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concernconcern ” or like qualification or 43 exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
; (b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Consolidated Subsidiaries on a consolidated , and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower and in substantially the Parent Guarantor form of Exhibit C (ix) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiy) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.01 , 6.05 , 6.06 , 6.09 and 6.10 and (iiiz) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;
certificate; (d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
be and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator ; (e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the Index Debtrating of any Qualified Receivables Transaction, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs ; and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.44
Appears in 1 contract
Samples: Credit Agreement (Nelnet Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender, including their Public-Xxxxxx:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor Borrower (beginning with or 120 days for the fiscal year in which the Closing Date occursending on or around December 31, 2022), its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such auditaudit except for qualifications resulting solely from the Obligations being classified as short term indebtedness during the one year period prior to the Maturity Date) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Borrower (beginning with or 90 days for the fiscal quarter in which the Closing Date occursquarters ended on or around June 30, 2022 and September 30, 2022), its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 5.09 (including a designation of each Subsidiary as a Material Subsidiary or an Immaterial Subsidiary), 6.01(e), (f), (g) and (q), 6.04(c)(iv), (d), (e), (f) and (o), 6.06(e) and 6.09, (iii) setting forth any Unrestricted Subsidiaries as of such date and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;certificate;
(d) promptly after the same become publicly available, upon the request of the Administrative Agent, copies of all periodic reports and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, (x) such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following through the Administrative Agent’s ) may reasonably request therefor, all and (y) information and documentation and other information that reasonably requested by the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Patriot Act and information described in Section 10.15the Beneficial Ownership Regulation. Information Documents required to be delivered pursuant to clause (aSection 5.01(a), (b) or (d) of this Section (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved or whether made available by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies of such documents to the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such document to it and maintaining its copies of such documents. So long as the Borrower is required to file periodic reports under Section 13(a) or Section 15(d) of the Exchange Act, the Borrower may satisfy its obligation to deliver the financial statements referred to in clauses (a) and (b) above by delivering such financial statements to the SEC or any Governmental Authority succeeding to any or all of the functions of said Commission, in accordance with the Section 13(a) or Section 15(d) of the Exchange Act.
Appears in 1 contract
Samples: Credit Agreement (Masimo Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to each Lenderholder of any Notes:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor Company (beginning commencing with the fiscal year in which the Closing Date occursended December 31, 2023), its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Company (beginning commencing with the fiscal quarter in which the Closing Date occursended March 31, 2024), its consolidated and consolidating balance sheet sheets and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures as of the end of and for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with within five Business Days after any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and Company in substantially the Parent Guarantor form of the compliance certificate delivered by the Company pursuant to the Senior Credit Agreement as in effect on the Effective Date or as agreed in writing by the Required Holders from time to time (such certificate, a “Compliance Certificate”) (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, paragraph 6L and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 paragraph 8D and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary with the SECSEC or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(e) promptly after receipt thereof by the Company or any Subsidiary, copies of each notice or other correspondence received from the SEC (ior comparable agency in any applicable non-U.S. jurisdiction) upon concerning any investigation or possible investigation or other inquiry by the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x SEC or S&P, written notice thereof and (ii) after Xxxxx’x such other agency regarding financial or S&P shall have announced a change in other operational results of the rating established Company or deemed to have been established for the Index Debt, written notice of such rating changeany Subsidiary thereof;
(f) promptly following any request therefortherefor from any Significant Holder, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Company by independent accountants in connection with the accounts or books of the Company or any Subsidiary, or any audit of any of them as any holder of Notes may reasonably request; and
(g) promptly following any request therefor from any Significant Holder, (x) such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender holder of Notes may reasonably request; and
request and (gy) promptly following the Administrative Agent’s request therefor, all information and documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf requested by any holder of any Lender in order to comply Notes for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Patriot Act and information described in Section 10.15the Beneficial Ownership Regulation. Information Documents required to be delivered pursuant to clause (aparagraph 5A(a), (b) or (de) of this Section (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (XXXXX); or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each holder of Notes has access; provided that: (A) upon written request by any holder of Notes to the Company, the Company shall deliver paper copies of such informationdocuments to such holder until a written request to cease delivering paper copies is given by such holders and (B) the Company shall notify each holder of Notes (by electronic mail transmission) of the posting of any such documents and provide to the holders of Notes by electronic mail transmission electronic versions (i.e., soft copies) of such documents. No holder of Notes shall have any obligation to request the delivery of or one or more annual or quarterly reports containing to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such informationrequest by any holder of Notes for delivery, and each holder of Notes shall be available on the website solely responsible for timely accessing posted documents or requesting delivery of the SEC at xxxx://xxx.xxx.xxx. Information required paper copies of such document to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentit and maintaining its copies of such documents.
Appears in 1 contract
Samples: Private Shelf Agreement (Saia Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the U.S. Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year A copy of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs), its U.S. Borrower’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
applied (bbut subject to the last sentence of Section 1.04), as soon as available, but in any event within the earlier of (i) within 45 90 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor U.S. Borrower or (beginning ii) five (5) Business Days after the filing of such financial statements with the fiscal quarter in which SEC;
(b) A copy of the Closing Date occurs), its U.S. Borrower’s consolidated balance sheet and related statements of income, comprehensive income, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor U.S. Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied (but subject to the last sentence of Section 1.04), subject to normal year-end audit adjustments and the absence of footnotes, as soon as available, but in any event within the earlier of (i) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the U.S. Borrower or (ii) five (5) Business Days after the filing of such financial statements with the SEC;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and U.S. Borrower, in a form acceptable to the Parent Guarantor Administrative Agent, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.10 and 6.11 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculation;certificate; and
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties U.S. Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order . All financial statements referred to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), 5.01(a) and (b) or (d) of this Section shall be deemed to have been delivered if upon the filing of such information, financial statements by the Borrower through the SEC’s XXXXX system or one or more annual or quarterly reports containing publication by the Borrower of such information, shall be available financial statements on its website and the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved receipt by the Administrative AgentAgent of electronic notice from the Borrower with a link to such financial statements.
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each Each of the Borrower Parent and the Parent Guarantor agree to Borrower will furnish to the Administrative Agent for distribution to (acting on behalf of each Lender:):
(a) within 90 100 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Parent, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Parent, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered certifying compliance with respect to the financial statements Section 6.04 for the fiscal quarter ending September 30, 2012 (if any), applicable period and setting forth reasonably detailed calculations demonstrating such compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary of their respective Subsidiaries with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by any of the Parent Guarantor Parent, the Borrower or any of their respective Subsidiaries to its shareholders generally, as the case may be;
(e) reasonably promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) reasonably promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Parent, the Borrower or any Subsidiaryof their respective Subsidiaries, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and
. Notwithstanding the foregoing, to the extent the Parent or the Borrower files the information and reports referred to in clause (gd) promptly following above with the Administrative Agent’s request thereforSEC and such information is publicly available on the Internet, all documentation the Parent and other the Borrower shall be deemed to be in compliance with its obligations to furnish such information that and reports to the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (ad), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Lorillard, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution (and the Administrative Agent shall make such information available to each Lender:the Lenders in accordance with its customary practice):
(a) within 90 30 days after the end of date in each fiscal year on which the Borrower is required to file its Annual Report on Form 10-K with the SEC (after giving effect to any extensions obtained by the Borrower), (i) such Annual Report on Form 10-K of the Parent Guarantor Borrower and (beginning with the fiscal year in which the Closing Date occurs), ii) its audited consolidated balance sheet and the related consolidated statements of incomeresults of operations, comprehensive income, stockholderschanges in shareholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported audited on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm of recognized national standing selected by the Borrower (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit); provided, however, that (x) the Borrower shall be deemed to have furnished said Annual Report on Form 10-K for purposes of clause (i) above if it shall have timely made the same available on “XXXXX”, its website on the Internet (as of the Effective Date located at xxx.xxxxx.xxx) and/or another relevant website accessible by the Lenders without charge and (y) if said Annual Report on Form 10-K contains such consolidated balance sheet and such consolidated statements of results of operations, comprehensive income, changes in shareholders’ equity and cash flows, and the report of such independent registered public accounting firm (without qualification or exception, and to the effect that such consolidated financial statements present fairlyeffect, in all material respectsas specified above), the financial position and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance Borrower shall not be required to comply with GAAP consistently appliedclause (ii) above;
(b) within 45 30 days after the end of each of the first three fiscal quarters of date in each fiscal year on which the Borrower is required to file a Quarterly Report on Form 10-Q with the SEC (after giving effect to any extensions obtained by the Borrower), (i) such Quarterly Report on Form 10-Q of the Parent Guarantor Borrower and (beginning with the fiscal quarter in which the Closing Date occurs), ii) its consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity results of operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated the Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedbasis, subject to normal year-end audit adjustments and the absence of footnotes; provided, however, that (x) the Borrower shall be deemed to have furnished said Quarterly Report on Form 10-Q for purposes of clause (i) above if it shall have timely made the same available on “XXXXX”, its website on the Internet (as of the Effective Date located at xxx.xxxxx.xxx) and/or another relevant website accessible by the Lenders without charge and (y) if said Quarterly Report on Form 10-Q contains such consolidated balance sheet and consolidated statements of results of operations and cash flows, the Borrower shall not be required to comply with clause (ii) above;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificatecontinuing, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.03 and, if the most recent fiscal quarter covered by such financial statements ended during the Covenant Modification Period and the Covenant Modification Period has not yet terminated, Section 6.05 and (iii) stating whether any change in GAAP or in the application thereof that is known to such Financial Officer has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 that affects in any material respect the calculations required for determining compliance with Section 6.03 (as compared to determining compliance without giving effect to such change) and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) within 10 Business Days after the end of each fiscal month of the Borrower ending during the Covenant Modification Period and if the Covenant Modification Period has not yet terminated, a certificate of a Financial Officer of the Borrower setting forth reasonably detailed calculations demonstrating compliance with Section 6.05;
(e) promptly after filing thereof, notice to the same become publicly available, copies Administrative Agent of the filing of all periodic and other reports, proxy statements and other materials required to be filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, SEC or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be, except that the Borrower shall not be required to provide notice of any such filing that is not material; provided, however, the Borrower shall be deemed to have furnished such notice upon such filings becoming publicly available (whether on “XXXXX” or the Borrower’s website on the Internet);
(ef) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from after S&P, Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P Fitch shall have announced a change downgrade in the rating established or deemed to have been established for the Index Debt, written notice of such rating changedowngrade;
(fg) promptly following the request therefor, all documentation and other information that a Lender reasonably requests in order to comply with its ongoing obligations under (i) applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) the Beneficial Ownership Regulation; and
(h) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the . The Administrative Agent reasonably requests on its behalf may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of any Lender in order to comply with its ongoing obligations under applicable the Borrower hereunder (collectively, “know your customer” and anti-money laundering rules and regulationsBorrower Materials”) by posting the Borrower Materials on IntraLinks, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a)Syndtrak, (b) or (d) of this Section shall be deemed to have been delivered if such informationClearPar, or one or more annual or quarterly reports containing such information, shall be available on a substantially similar electronic transmission system (the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent“Platform”).
Appears in 1 contract
Samples: Credit Agreement (Sysco Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers PricewaterhouseCoopers, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, ; (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.09, 6.10 and 6.11; (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationCompliance Certificate; (iv) reporting the existence of (including all information and representations and warranties contained in Section 3.12 hereof) any Subsidiaries of the Borrower that have not been reported to the Administrative Agent either on Schedule 3.12 attached hereto or in a Compliance Certificate previously delivered in accordance with this Section 5.01(c); (v) reporting the addition of any property interest in accordance with Sections 5.01(h) and 5.09(c) hereof; and (vi) reporting any capital projects or acquisitions exceeding $2,000,000, in any single transaction or series of transaction, that have been consummated within such period and certifying that it complies with Section 6.04(e) hereof; and (vii) reporting the existence of any intellectual property added within such period;
(d) concurrently with any delivery of financial statements under clause (a) above, a copy of any management letter of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which management letter may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all registration statements, periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(ef) promptly (i) upon as soon as available and in any event within 45 days after the Parent Guarantor obtaining end of each quarterly fiscal period of each fiscal year of the Borrower, a rating statement of occupancy rates, revenue, and operating income at each of the facilities owned or maintained by the Borrower and its Subsidiaries as at the end of such period, from the beginning of the respective fiscal year to the end of such fiscal quarter, in each case setting forth in comparative form the corresponding figures for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change the corresponding periods in the rating established or deemed to have been established budget for the Index Debt, written notice of such rating changefacility;
(fg) as soon as available and in any event within ten (10) Business Days after each quarterly fiscal period of each fiscal year of the Borrower, a report, in form and substance reasonably satisfactory to the Administrative Agent, setting forth as of the last Business Day of such period a true and complete list of all Swap Agreements of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net xxxx to market value therefor, any new credit support agreements relating thereto not listed on Schedule 3.14, any margin required or supplied under any credit support document, and the counter party to each such agreement;
(h) concurrently with any delivery of financial statements under clause (a) above, the Borrower shall furnish to the Administrative Agent and each Lender a certificate, certified as true and correct by one of its Financial Officers, setting forth a list, as of such date, of all of the real property interests held by the Borrower and its Subsidiaries, indicating in each case whether the respective property is owned or leased, the location of the respective property, and the book value of each property; and
(i) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to each Lender through the Administrative Agent for distribution to each LenderAgent:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception arising out of the scope of the audit, or and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate (a “Compliance Certificate”) in substantially the form of Exhibit C of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.10 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 which has had an effect on such financial statements and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly concurrently with each delivery of financial statements under clause (ia) upon above, an annual business plan and budget of the Parent Guarantor obtaining Borrower and its Subsidiaries on a rating for consolidated basis, including forecasts prepared by management of the Borrower, in form and substance satisfactory to the Administrative Agent, of consolidated balance sheets and statements of income or operations and cash flows of the Borrower and its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established Subsidiaries for the Index Debt, written notice of such rating change;immediately following fiscal year (including the fiscal year in which the Maturity Date occurs).and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request thereforprovided, all documentation and other information however that the Administrative Agent reasonably requests on Borrower shall not be obligated to provide information the disclosure of which would adversely affect the attorney-client privilege between the Borrower and its behalf or on behalf counsel. The parties hereto acknowledge and agree that the forms of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required the financial statements filed by the Act Borrower with the Securities and information described in Section 10.15Exchange Commission as part of its annual 10-K or quarterly 10-Q filings shall be satisfactory forms for purposes of complying with financial statement delivery requirements and financial certifications under Sections 5.01(a) and 5.01(b) respectively. Information Documents required to be delivered pursuant to clause (a), Section 5.01(a) or (b) or (d) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date (i) on which the Borrower posts such informationdocuments, or one or more annual or quarterly reports containing such information, shall be available provides a link thereto on the Borrower’s website of on the SEC at xxxx://xxx.xxx.xxx. Information required Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved which each Lender and the Administrative Agent have access (whether a commercial, third party website or whether sponsored by the Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and, to the extent requested by the Administrative Agent, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:
: (a) within 90 120 days after the end of each fiscal year of the Parent Guarantor Borrower: (beginning with the fiscal year in which the Closing Date occurs), i) its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Deloitte & Touche, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
; provided that the delivery within the time period specified above of the Borrower’s Annual Report on Form 10-K for such fiscal year prepared in accordance with the requirements therefor and filed with the Securities and Exchange Commission, shall be deemed to satisfy the requirements of Section 5.01(a)(i); (ii) its unaudited balance sheet and related statements of operations, and stockholders’ equity as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by its Chief Financial Officer to the effect that such financial statements present fairly in all material respects the financial condition and results of operations of the Borrower on a standalone basis in accordance with GAAP consistently applied; and (iii) its unaudited consolidating statement as of end of and for such year as reported on Form U3/A–2 filed with the U.S. Securities and Exchange Commission, provided the Borrower is required to file such form; (b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Borrower: (beginning with the fiscal quarter in which the Closing Date occurs), i) its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers Chief Financial Officer as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any ; provided that delivery within the time period specified above of financial statements under clause (a) or (b) above, a certificate of a Financial Officer copies of the Borrower Borrower’s Quarterly Report on Form 10-Q prepared in compliance with the requirements therefor and filed with the Parent Guarantor Securities and Exchange Commission shall be deemed to satisfy the requirements of this Section 5.01(b)(i); and (iii) certifying as to whether a Default has occurred its unaudited balance sheet and is continuing related statements of operations and stockholders’ equity as of the date end of and for such certificate and, if such a Default has occurred fiscal quarter and is continuing as the then elapsed portion of the date fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of such certificate(or, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the balance sheet, as of the end of) the previous fiscal year, all certified by its Chief Financial Officer as presenting fairly in all material respects the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, condition and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date results of operations of the most recent audited financial statements provided under this Agreement that has had Borrower on a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred standalone basis in accordance with GAAP consistently applied, subject to in Section 6.13 and, if any such change has occurred, specifying the nature of such change normal year-end audit adjustments and the effect absence of such change on such calculation;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentfootnotes.
Appears in 1 contract
Samples: Credit Agreement (Central Vermont Public Service Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with Parent, the fiscal year in which the Closing Date occurs), its Parent’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, together with all notes thereto, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP CohnReznick, LLC or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor Parent, (beginning with i) the fiscal quarter in which the Closing Date occurs), its Parent’s consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) a Real Property Portfolio Summary Schedule, broken out by Mortgaged Properties in the Pool, detailing or including at a minimum, the property name and address, square footage, percentage of ownership, number of units, cost basis, occupancy, annualized prior quarter net operating income, and (iii) operating statements, rent roll and accounts receivable aging for each Mortgaged Property;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a compliance certificate of a Financial Officer of the Borrower and Parent (the Parent Guarantor (i“Compliance Certificate”) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case form of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationExhibit B attached hereto;
(d) promptly after the same become publicly availableavailable for Forms 10-K and 10-Q described below, and upon written request for items other than Forms 10-K and 10-Q described below, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SECSecurities and Exchange Commission (including registration statements and reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties any Credit Party or any SubsidiarySubsidiary of the Borrower, or compliance with the terms of this Agreementthe Loan Documents, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Strategic Storage Trust II, Inc.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year Fiscal Year of the Parent Guarantor Parent, (beginning with the fiscal year in which the Closing Date occurs), x) its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification qualification, commentary or exception and arising out of the scope of the audit, or without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied and the requirements of the SEC, together with (y) supplemental consolidating schedules for the Parent, the Borrower and its consolidated Financial Subsidiaries in the case of this clause (y), in a form reasonably satisfactory to the Administrative Agent;
(b) within 45 days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Parent Guarantor (beginning commencing with the fiscal quarter in which the Closing Date occursFiscal Quarter ended November 30, 2012), (x) its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently appliedapplied and the requirements of the SEC, subject to normal year-end audit adjustments and the absence of footnotes, together with (y) supplemental consolidating schedules for the Parent, the Borrower and its consolidated Financial Subsidiaries in the case of this clause (y), in a form reasonably satisfactory to the Administrative Agent;
(c) concurrently with any delivery of financial statements under clause (a) or (b) aboveabove (commencing with the Fiscal Quarter ending February 28, 2013), a certificate of a Financial Officer of the Borrower (i) certifying, in the case of the financial statements and the consolidating schedules delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Parent Guarantor and its consolidated subsidiaries on a consolidated basis and the Parent, the Borrower and its consolidated Financial Subsidiaries on a consolidating basis, as applicable and in each case, in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (iii) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.14, 6.15 and 6.16 and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and3.04 and to the extent not disclosed in such financial statements, if any such change has occurred, specifying the nature a brief statement of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly availablesending or filing thereof, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Parent, the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to the SEC, or with any national securities exchange, or distributed by the Parent Guarantor or the Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) as soon as available but in any event no later than 60 days after the commencement of each Fiscal Year, a copy of the budget of the Parent and its subsidiaries for each month of the upcoming Fiscal Year in form reasonably satisfactory to the Administrative Agent; and
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Parent, the Borrower or any SubsidiarySubsidiary (including Excluded Subsidiaries), or compliance with the terms of this Agreementany Credit Document, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each LenderAgent:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated and consolidating balance sheet and related statements of income, comprehensive incomeearnings, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing selected by the Borrower or otherwise reasonably satisfactory to the Required Lenders (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently appliedGAAP;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated and consolidating balance sheet and related statements of income, comprehensive income, stockholders’ equity earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form (on a consolidated, but not consolidating, basis) the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Responsible Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.06(b) and Section 6.10, and (iii) stating whether identifying any change in GAAP or changes in the application thereof has occurred Consolidated Subsidiaries and Excluded Affiliates since the date of the most recent audited certificate delivered pursuant to this clause (c) (or in the case of the initial certificate, any changes from those specified in Schedule 3.01) and (iv) in the case of each certificate delivered concurrently with the delivery of financial statements provided under this Agreement clause (b), stating that has had a significant effect on such financial statement faintly present in all material respects the calculation consolidated financial position and results of operations of the Consolidated Net Tangible Assets or the ratio referred Borrower and its Subsidiaries in accordance with GAAP, subject to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationnormal year-end adjustments;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;; and
(e) as promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly as practicable following any request therefor, (i) such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
request and (gii) promptly following the Administrative Agent’s request therefor, all information and documentation and other information that reasonably requested by the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply for purposes of compliance with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA PATRIOT Act and information described in Section 10.15the Beneficial Ownership Regulation. Information Documents required to be delivered pursuant to clause (aSection 5.01(a), (bSection 5.01(b) or Section 5.01(d) (dto the extent any such documents are included in materials otherwise filed with the SEC) of this Section may be delivered electronically and if so delivered, shall be deemed to have been delivered if on the date (i) on which the Borrower posts such informationdocuments, or one or more annual or quarterly reports containing such information, shall be available provides a link thereto on the Borrower’s website of on the SEC at xxxx://xxx.xxx.xxx. Information required Internet; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent). Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper or electronic copies of the certificates required by Section 5.01(c) to the Administrative Agent. Except for such certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Samples: Credit Agreement (Kirby Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each LenderAgent:
(a) within 90 one hundred twenty (120) days after the end of each fiscal year Fiscal Year of the Parent Guarantor (beginning Borrower, commencing with the fiscal year in which 2017 Fiscal Year, the Closing Date occurs), its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal yearFiscal Year (commencing with the audit for the 2017 Fiscal Year), all reported on by PricewaterhouseCoopers LLP or other an independent registered public accounting firm accountant of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries Borrower on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 sixty (60) days after the end of each of the first three fiscal quarters Fiscal Quarters of each fiscal year Fiscal Year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter Fiscal Quarter and the then elapsed portion of the fiscal yearFiscal Year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal yearFiscal Year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor and its consolidated Subsidiaries Borrower on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with the financial covenant contained in Section 6.135.10, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become has been filed, and is not otherwise publicly available, copies of all a notification that periodic and other reports, proxy statements and other materials have been filed by the Parent Guarantor or Borrower with any Subsidiary with the SEC, securities commission or with any national securities exchange, exchange in the United States or distributed by the Parent Guarantor to its shareholders generally, as the case may beCanada;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debtreceipt of confirmation of same, written notice of such any credit rating changechanges of any externally rated subsidiaries;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiarysubsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and;
(g) promptly following the Administrative Agent’s any request therefor, all such additional information on the status, timing, structure, consents, approvals and documentation and other information that for the Atlantica Acquisition as the Administrative Agent may reasonably requests on its behalf or on behalf request;
(h) promptly following the execution and delivery thereof, a true and complete copy of any Lender in order amendment to comply with its ongoing obligations under applicable “know your customer” the Atlantica Purchase Agreement; and
(i) within three (3) days following the consummation of the Atlantica Acquisition, a copy of the consent(s) and/or waiver(s) from the U.S. Department of Energy approving the change of control of each of the Solana and anti-money laundering rules and regulations, including information required by the Act and information Mojave solar projects (as each such project is described in Section 10.15. Information required to be delivered pursuant to clause (aAtlantica Yield plc’s Form 6-K for the month of November, 2017 with Commission File Number 001-36487), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Term Credit Agreement (Algonquin Power & Utilities Corp.)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (a “Compliance Certificate”) (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate Compliance Certificate and, if such a Default has occurred and is continuing as of the date of such certificateCompliance Certificate, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.05, (iii) setting forth a reasonably detailed reconciliation of each of the components reflected in the calculation referred to in clause (ii) above to the corresponding consolidated amounts set forth in the financial statements accompanying such Compliance Certificate and (iiiiv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 6.05 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculation;
(d) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&Pafter Moody’s, written notice thereof and (ii) after Xxxxx’x Fitch or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the USA Patriot Act and information described in Section 10.15the Beneficial Ownership Regulation. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be publicly available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Revolving Credit Agreement (Marathon Petroleum Corp)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:
(a) within 90 one hundred twenty (120) days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and (the Parent Guarantor “Compliance Certificate”) substantially in the form of Exhibit “D”, (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, 6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly In the event there are Revolving Loan Advances outstanding, within thirty (30) days after the same become publicly availableend of each month, copies a certificate of all periodic and other reports, proxy statements and other materials filed by a Financial Officer of the Parent Guarantor or any Subsidiary with Borrower (the SEC, or with any national securities exchange, or distributed by “RLC Borrowing Base Certificate”) substantially in the Parent Guarantor to its shareholders generally, as form of Exhibit “C” setting forth reasonably detailed calculation of the case may be;RLC Borrowing Base; and
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 no later than 30 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any CREDIT AGREEMENT qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 no later than 30 days following the date required by applicable SEC rules (without giving effect to any extensions available thereunder) for the filing of such financial statements after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently simultaneously with any the delivery of the financial statements under clause referred to in subsections (a) or (b) above, a copy of the certification signed by the principal executive officer and the principal financial officer of the Company (each, a “Certifying Officer”) as required by Rule 13A-14 under the Securities Exchange Act of 1934 and a copy of the internal controls disclosure statement by such Certifying Officers as required by Rule 13A-15 under the Securities Exchange Act of 1934, each as included in the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, for the applicable fiscal period;
(d) concurrently with any delivery of financial statements under Section 5.01(a) and Section 5.01(b), a certificate of a Financial Officer of the Borrower and Company, substantially in the Parent Guarantor form attached hereto as Exhibit D (a “Compliance Certificate”), (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with each of the Financial Covenants set forth in Section 6.136.14, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate, (iv) (A) specifying the identity of each Required Subsidiary Guarantor, Material Subsidiary, Guarantor and Excluded Canam Entity as of the end of such fiscal quarter or fiscal year, as applicable (and including reasonable detail, in form and substance satisfactory to the Administrative Agent, with respect thereto), as the case may be and (B) to the extent necessary pursuant to the definition of “Required Subsidiary Guarantor” and/or “Material Subsidiary”, as applicable, designating sufficient additional Subsidiaries as Required Subsidiary Guarantors or Material Subsidiaries, respectively, so as to comply with the definition of “Required Subsidiary Guarantor” or “Material Subsidiary”, respectively, (v) specifying the amount of cash dividends declared and paid by Canam to the Loan Parties pursuant to Section 5.18 for each fiscal quarter or fiscal year, as applicable (and including reasonably detailed backup information, in form and substance satisfactory to the Administrative Agent, with respect thereto), and (vi) specifying all Asset Sales of Surplus Inventory and Oil and Gas Properties during such fiscal quarter or fiscal year, as applicable; CREDIT AGREEMENT
(e) as soon as available, and in any event (i) within 60 days after the beginning of each fiscal year of the Company, an annual forecast with respect to such fiscal year and the immediately succeeding fiscal year and (ii) within 30 days after the beginning of each fiscal quarter of each fiscal year of the Company, commencing with the fiscal quarter of the Company ending March 31, 2017, an update to the annual forecast for such fiscal year delivered pursuant to this Section 5.01(e);
(df) concurrently with any delivery of financial statements under Section 5.01(a), a certificate of insurance coverage from each insurer with respect to the insurance required by Section 5.05, in form and substance satisfactory to the Administrative Agent, and, if requested by the Administrative Agent or any Lender, all copies of the applicable policies;
(g) concurrently with any delivery of financial statements under Section 5.01(a) or Section 5.01(b), a certificate of a Financial Officer, in form and substance satisfactory to the Administrative Agent, setting forth as of a recent date, a true and complete list of all Hedging Agreements of the Company and each Subsidiary, the material terms thereof (including the type, term effective date, termination date and notional amounts or volumes), the net xxxx-to-market value therefor, any new credit support agreements relating thereto not listed on Schedule 3.17 or otherwise previously disclosed pursuant to this Section 5.01(g), any margin required or supplied under any credit support document, and the counterparty to each such agreement; provided that, to the extent all information required to be delivered pursuant to this this Section 5.01(g) has otherwise been made available for review by the Lenders on the Company’s website at xxxx://xxx.xxxxxxxxxxxxx.xxx or at xxxx://xxx.xxx.xxx, the requirements of this Section 5.01(g) shall be satisfied upon delivery of a certificate of a Financial Officer (i) notifying the Administrative Agent and the Lenders that such information has been made available on one or both of the above websites and (ii) certifying that such information constitutes a true and complete list of all Hedging Agreements of the Company and each Subsidiary;
(h) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(ei) promptly in the event the Company or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil and Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 6.11(f), at least ten Business Days prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender; CREDIT AGREEMENT
(j) prompt written notice, and in any event within five Business Days, of the occurrence of any Casualty Event having a fair market value in excess of $25,000,000 or the commencement of any action or proceeding that could reasonably be expected to result in a Casualty Event having a fair market value in excess of $25,000,000;
(k) prompt written notice (and in any event within 5 days) of any change (i) upon in any Loan Party’s corporate name or in any trade name used to identify such Person in the Parent Guarantor obtaining a rating for conduct of its Index Debt from Xxxxx’x business or S&Pin the ownership of its Properties, written notice thereof and (ii) in the location of any Loan Party’s chief executive office or principal place of business, (iii) in the Company’s or any Guarantor’s identity or corporate structure or in the jurisdiction in which such Person is incorporated or formed, and (iv) in the Company’s or any Guarantor’s federal taxpayer identification number;
(l) from and after Xxxxx’x the Collateral Trigger Event Date, concurrently with any delivery of financial statements under Section 5.01(a) or S&P Section 5.01(b), a report setting forth, for each calendar month during the then current fiscal year to date through and including the last day of the fiscal quarter for which financial statements are being delivered, the volume of production and sales attributable to production (and the prices at which such sales were made and the revenues derived from such sales) for each such calendar month from the Oil and Gas Properties, and setting forth the related ad valorem, severance and production taxes and lease operating expenses attributable thereto and incurred for each such calendar month;
(m) promptly after the Rating Agencies shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fn) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (aSection 5.01(a), (b) ), (c), or (de) of this Section shall be deemed to have been delivered if on the date on which (i) such informationinformation is actually available for review by the Lenders on the Company’s website at xxxx://xxx.xxxxxxxxxxxxx.xxx or at xxxx://xxx.xxx.xxx, or and (ii) the Company provides notice to the Lenders that such information is available and designates one or more annual or quarterly reports containing such information, shall be available on the website both of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agentabove websites on which such information is located.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) (i) within 90 ninety (90) days after the end of each fiscal year of the Parent Guarantor (beginning with Borrower, the fiscal year in which the Closing Date occurs), its Borrower’s audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, and (ii) as soon as available but in any event within one hundred eighty (180) days after the end of each fiscal year of the Borrower, (A) for each member of the Credit Group other than the Borrower, its unaudited (and, if prepared, audited) consolidated (for itself and its Subsidiaries) balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all certified by one of its Financial Officers or independent public accountants, as applicable, as presenting fairly in all material respects the financial condition and results of operations of such member of the Credit Group and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, or generally accepted accounting principles in the jurisdiction of such member of the Credit Group, consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and (B) a reconciliation certified by one of its Financial Officers and in form and substance reasonably satisfactory to the Administrative Agent of the financial statements delivered for such fiscal year pursuant to Section 5.01(a)(i) and the financial statements delivered for such fiscal year pursuant to Section 5.01(a)(ii)(A);
(b) within 45 forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.09 and 6.10, and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate, and (iv) including a computation in form reasonably satisfactory to the Administrative Agent reflecting the aggregate book value, determined as of the applicable fiscal quarter end in accordance with GAAP, of (A) the assets (excluding Equity Interests in Subsidiaries and excluding the book value of any assets of a Non-Covered Subsidiary which is not a Wholly-Owned Subsidiary to the extent such book value exceeds the amount of the aggregate investments (equity investments plus outstanding Indebtedness) made by the Borrower or its Subsidiaries therein) of all Non-Covered Subsidiaries (such aggregate book value being the “Excess Value”) and (B) the assets (excluding Equity Interests in Subsidiaries) of the Borrower and the Covered Subsidiaries;
(d) concurrently with any delivery of financial statements under clause (a)(i) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved by the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Sauer Danfoss Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each Lender:(in electronic or hard copy form):
(ai) within 90 95 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG, LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(bii) within 45 50 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(ciii) concurrently with any delivery of financial statements under clause (ai) or (bii) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.136.01, Section 6.10, Section 6.11 and Section 6.12 (in the form of compliance certificate attached hereto as Exhibit 5.01) and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(div) thirty (30) days prior to the end of its Fiscal Year, an annual forecast of the Borrower and the Subsidiaries for the following fiscal year, including a separate line item budget for Growth Capital Expenditures;
(v) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or with any national securities exchange, Governmental Authority succeeding to any or distributed by all of the Parent Guarantor to its shareholders generallyfunctions of said Commission, as the case may be;
(evi) promptly (i) upon following the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&Poccurrence thereof, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a of any change in any rating of the rating established Borrower by Xxxxx’x, S&P or deemed to have been established for the Index DebtFitch, written notice of such rating change;if applicable; and
(fvii) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information Documents required to be delivered pursuant to this Section 5.01 (to the extent included in materials file with the SEC) may also be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrower posts such documents or provides a link thereto on the Borrower’s website on the Internet at xxx.xxxxxxxxxxxxxxxx.xxx, or becomes available at xxx.xxx.xxx. The Borrower shall notify the Administrative Agent and each Lender by facsimile or electronic mail of the posting of any such documents and provide to the Agent by electronic communications pursuant to procedures approved by the Administrative Agentmail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Credit Parties will furnish to the Administrative Agent (with copies for distribution to each Lender:):
(a) as soon as practicable, and in any event within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with and the fiscal year in which the Closing Date occursBorrower, if prepared), its audited consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers Ernst & Young LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor (and the Borrower, if prepared) and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) as soon as practicable, and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with and the fiscal quarter in which the Closing Date occursBorrower, if prepared), its consolidated balance sheet and related statements of incomeoperations, comprehensive income, stockholders’ equity retained earnings and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor (and its the Borrower, if prepared) and the consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower (i) certifying that such Financial Officer has reviewed the terms of the Credit Documents, and has made, or caused to be made, under his/her supervision, a review in reasonable detail of the Transactions and consolidated financial condition of the Guarantor and the Parent Guarantor Subsidiaries during the period covered by such reports, (iii) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13SECTIONS 5.9, 6.1 and 6.4, (iv) a schedule of the outstanding Indebtedness of the Guarantor and the Subsidiaries, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (v) a schedule of EBITDA, (vi) a schedule of Total Value, and (iiivii) stating whether any change in GAAP or in a schedule of Total Unencumbered Value (including the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 and, if any such change has occurred, specifying the nature of such change and the effect of such change on such calculationLease Coverage Ratio for each Lease Credit Party included therein);
(d) promptly after the same become publicly availableMxxxx’x, copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor S&P or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P other Rating Agency shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;
(e) all such financial information regarding the Guarantor, the Borrower and the Subsidiaries and specifically regarding the Properties, as the Administrative Agent shall reasonably request, including, but not limited to, partnership, limited liability company and joint venture agreements, property cash flow projections, property budgets, actual and budgeted capital expenditures, operating statements (current year and immediately preceding year, if the Property existed as a Property in the immediately preceding year), mortgage information, rent rolls, lease expiration reports, tenant bankruptcy reports, leasing status reports, notes payable summary, bullet notes summary, equity funding requirements, contingent liability summary, lines of credit summary, lines of credit collateral summary, wrap notes and notes receivable summary, schedule of outstanding letters of credit, summary of cash and Cash Equivalents, projection of management and leasing fees and overhead budgets;
(f) as soon as practicable, and in any event within forty-five days after the end of each fiscal quarter, an update of Schedules 3.12 and 3.14, as applicable.
(g) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Guarantor, the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) . The Administrative Agent shall promptly following the Administrative Agent’s request therefor, furnish a copy of all documentation reports and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order delivered to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered it pursuant to this Section may also be delivered by electronic communications pursuant SECTION 5.1 to procedures approved by each of the Administrative AgentLenders.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Capital Automotive Reit)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers KPMG LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Consolidated Subsidiaries on a consolidated consolidated, and with respect to the Chartered Bank Subsidiary, consolidating, basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, (i) the balance sheet of the Borrower as of the date of such financial statements and the related statements of operations, stockholders’ equity and cash flows for the fiscal year or portion thereof then ended, setting forth in each case in comparative form the corresponding figures from the previous fiscal year, all certified by a Financial Officer as presenting fairly in all material respects the financial condition and results of operations of the Borrower on a stand alone basis in accordance with GAAP consistently applied, subject to the absence of footnotes and (in the case of such financial statements delivered concurrently with those under clause (b) above) to year-end audit adjustments and (ii) a certificate of a Financial Officer of the Borrower and in substantially the Parent Guarantor form of Exhibit C (ix) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiy) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13Sections 6.01, 6.05, 6.06, 6.09 and 6.10 and (iiiz) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, (x) copies of all periodic and other reports, proxy statements and other materials filed by the Parent Guarantor Borrower or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as the case may bebe and (y) upon the request of the Administrative Agent, copies of all Consolidated Reports of Condition and Income and each other financial report filed by the Borrower or any Subsidiary with any appropriate federal bank regulator;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x Moody’s or S&P shall have announced a change in the Borrower’s credit rating established or deemed to have been established for the Index Debtrating of any Qualified Receivables Transaction, written notice of such rating change;
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) on or promptly following after any time at which the Borrower or any Subsidiary becomes subject to the Beneficial Ownership Regulation, a completed Beneficial Ownership Certification in form and substance acceptable to the Administrative Agent’s request therefor, all documentation . Financial statements and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information documents required to be delivered pursuant to this Section 5.01 may also be delivered by electronic communications electronically and if so delivered, shall be deemed to have been delivered (i) to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission, when such filing is available to the Lenders on the XXXXX website or (ii) in any case, on the date on which such documents are posted on the Borrower’s behalf on an Internet website to which each Lender and the Administrative Agent has access and the Borrower notifies the Administrative Agent and the Lenders of such posting. If the Borrower provides the financial statements and other documents required to be delivered pursuant to procedures approved by this Section 5.01 electronically pursuant to the Administrative Agentpreceding sentence, the Borrower will provide printed versions of such financial statements and other documents to any Lender upon such Xxxxxx’s request.
Appears in 1 contract
Samples: Credit Agreement (Nelnet Inc)
Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to will furnish to the Administrative Agent for distribution to each LenderAgent, including their Public Xxxxxx:
(a) within 90 120 days after the end of each fiscal year of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Borrower, its audited consolidated balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “going concern” or like qualification commentary, emphasis or exception arising out of the scope of the audit, or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 60 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Borrower, its consolidated and consolidating balance sheet and related statements of income, comprehensive incomeoperations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-year end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate Compliance Certificate of a Financial Officer the Borrower (i) in substantially the form of Exhibit B (i) certifying, in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year end audit adjustments and the Parent Guarantor absence of footnotes, (iii) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (iiiii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.12(a) and (iiib) and (iv) stating whether any change in GAAP or in the application thereof has occurred since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) concurrently with any delivery of financial statements under clause (a) above, a certificate of the accounting firm that reported on such financial statements stating whether they obtained knowledge during the course of their examination of such financial statements of any Default (which certificate may be limited to the extent required by accounting rules or guidelines);
(e) as soon as available, but in any event not more than 30 days after the end of each fiscal year of the Borrower, a copy of the plan and forecast, including a projected year end consolidated and consolidating balance sheet and a quarterly income statement and cash forecast of the Borrower for the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;
(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements reports and other materials filed by the Parent Guarantor or any Subsidiary with the SEC, or with any national securities exchange, or distributed by the Parent Guarantor Borrower to its shareholders generally, as other than those filed with the case may beSecurities and Exchange Commission;
(eg) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(fh) promptly following any written request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following . The Company further agrees to clearly label the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information financial statements described in Section 10.15. Information required to be delivered pursuant to clause clauses (a), ) and (b) or (dcollectively, “Financial Statements”) of this Section shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required with a notice stating: “Confidential Financial Statements to be delivered pursuant Provided to this Section may also be delivered by electronic communications pursuant All Lenders, Including Public-Xxxxxx” before delivering them to procedures approved by the Administrative Agent.
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Financial Statements; Ratings Change and Other Information. The Parent Guarantor agrees to furnish, and in the case of Section 5.01(d), each of the Borrower and the Parent Guarantor agree to Company will furnish to the Administrative Agent for distribution to and each Lender:
(a) within 90 105 days after the end of each fiscal year of each of the Parent Guarantor (beginning with the fiscal year in which the Closing Date occurs)Company and IOSC, its their respective audited consolidated balance sheet sheets and related statements of income, comprehensive incomeoperations, stockholders’ ' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by PricewaterhouseCoopers LLP or other independent registered public accounting firm accountants of recognized national standing (without a “"going concern” " or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of each of the Parent Guarantor Company and its IOSC and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;
(b) within 45 55 days after the end of each of the first three fiscal quarters of each fiscal year of each of the Parent Guarantor (beginning with the fiscal quarter in which the Closing Date occurs)Company and IOSC, its their respective consolidated balance sheet sheets and related statements of income, comprehensive income, stockholders’ equity operations and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly, fairly in all material respects, respects the financial position condition and results of operations and cash flows of the Parent Guarantor Company and its IOSC and their respective consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower and the Parent Guarantor Company (i) certifying as to whether a Default has occurred and is continuing as of the date of such certificate and, if such a Default has occurred and is continuing as of the date of such certificateoccurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) except in the case of any such certificate delivered with respect to the financial statements for the fiscal quarter ending September 30, 2012 (if any), setting forth reasonably detailed calculations demonstrating compliance with Section 6.13, Sections 6.01 and 6.09 and (iii) stating whether any change in GAAP or in the application thereof has occurred that affects such financial statements since the date of the most recent audited financial statements provided under this Agreement that has had a significant effect on the calculation of the Consolidated Net Tangible Assets or the ratio referred to in Section 6.13 3.04 and, if any such change has occurred, specifying the nature of such change and the effect of such change on the financial statements accompanying such calculationcertificate;
(d) promptly after the same become publicly available, copies of all periodic and other reports, reports and proxy statements and other materials filed by the Parent Guarantor Company or any Subsidiary with the SECSecurities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Parent Guarantor Company to its shareholders generally, as the case may be;
(e) promptly (i) upon the Parent Guarantor obtaining a rating for its Index Debt from Xxxxx’x or S&P, written notice thereof and (ii) after Xxxxx’x Mxxxx'x or S&P shall have announced a change in the rating established or deemed to have been established for the Index Debt, written notice of such rating change;; and
(f) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Loan Parties Company or any Subsidiary, or compliance with the terms of this AgreementAgreement or the other Loan Documents, or any other information, as the Administrative Agent or any Lender may reasonably request; and
(g) promptly following the Administrative Agent’s request therefor, all documentation and other information that the Administrative Agent reasonably requests on its behalf or on behalf of any Lender in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including information required by the Act and information described in Section 10.15. Information required to be delivered pursuant to clause (a), (b) or (d) of this Section 5.01 shall be deemed to have been delivered if such information, or one or more annual annual, quarterly or quarterly other reports containing such information, shall have been posted on the Company's website on the Internet at hxxx://xxx.XXXX.xxx or by the Administrative Agent on an IntraLinks or similar site to which the Lenders have been granted access or shall be available on the website of the SEC Securities and Exchange Commission at xxxx://xxx.xxx.xxx. Information required hxxx://xxx.xxx.xxx; provided that the Company shall deliver paper copies of such information to any Lender that requests such delivery and provided further that such information shall only be deemed to have been delivered pursuant to this Section may also be delivered by electronic communications pursuant to procedures approved when posted on any such website upon notification by the Administrative AgentCompany to the Lenders of such posting.
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