Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a firm of independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards. (b) Borrower shall provide the following reports and information to the Lender: (i) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period. (ii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE 7.01 to this Agreement. (iii) Promptly (but in any event within ten (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto. (iv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants. (v) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time. (vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party. (vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 2 contracts
Samples: Convertible Loan Agreement (Caminosoft Corp), Convertible Loan Agreement (Caminosoft Corp)
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, GAAP and retain a the firm of Xxxxx Xxxxxxxx, P.C. as its independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards. Any replacement firm shall be approved by the Lender.
(b) Borrower shall provide the following reports and information to the Lender:
(i) As soon as publicly available, and in any event within forty-five (45) days after the close of each fiscal quarter, or as such deadline may be extended under applicable SEC rules, Borrower's quarterly reports on Form 10-Q with exhibits. As soon as publicly available, Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as publicly available, and in any event within ninety (90) days after the close of each fiscal year, or as such deadline may be extended under applicable SEC rules, Borrower's annual report on Form 10-KSB K, with exhibits for said periodexhibits.
(iiiii) Each fiscal quarter, concurrent with the periodic report Form 10-Q required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.. Agreement (Continued) --------------------------------------------------------------------------------
(ivv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(vvi) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(viiviii) As soon as available, Concurrent with Borrower's timely filing and in any event within fifteen (15) days after delivery of its Form 10-Q SB upon the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Samples: Convertible Loan Agreement (Cover All Technologies Inc)
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a such firm of independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower The Company shall provide the following reports and information to the Lender:
(i) As soon as available, and in any event within ninety ten (9010) days after the close of each fiscal year, Borrowerdue date for filing the Company's annual report on Form 10-KSB with exhibits for said each period.
(ii) As soon as available, and in any event within ten (10) days after the due date for filing the Company's quarterly report on Form 10-QSB with exhibits for each period.
(iii) Each fiscal quarterquarter and year, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower the Company (A) stating that a review of the activities of Borrower the Company during such fiscal period has been made under his supervision and that Borrower the Company has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is the Company and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower the Company is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by Borrower the Company or the Board of Directors of Borrowerthe Company, copies of all reports, all management letters and other detailed information submitted to Borrower the Company or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower the Company made by such accountants.
(vvi) Promptly (but in any event within ten five (105) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrowerthe Company and each Subsidiary, as the Lender or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower the Company to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower the Company with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower the Company is a party.
(viiviii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a Hein + Associates LLP, or oxxxx such firm of independent certified public accountants accountants, requested by Borrower and approved by the LenderLenders, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the each Lender:
(i) As soon as available, and in any event within thirty (30) days after the close of each month, Borrower's monthly financial statements.
(ii) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports.
(iii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said periodreports.
(iiiv) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower Borrower, (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same Loan Documents or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiv) Promptly (but in any event within ten (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivvi) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of BorrowerBorrower (the "Board of Directors"), copies of all reports, all management letters and other detailed information submitted to Borrower or the Board of Directors by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(vvii) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender Lenders or the Agent may reasonably request from time to time.
(viviii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a firm Laney Bateler & Killixxxx, or other sxxx xxxx of independent certified public accountants accountants, requested by Borrower and approved by the LenderLenders, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the each Lender:
(i) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports on Form 10-Q with exhibits for said period. As soon as available. Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB K with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower Borrower, (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(vvi) Promptly (but in any event within ten five (105) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender Lenders or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a such firm of independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the Lender:
(i) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports on Form 10-QSB with exhibits for said period. As soon as available, Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(v) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a BDO Xxxxxxx LLP, or other such firm of independent certified public accountants accountants, requested by Borrower and approved by the LenderLenders, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the each Lender:
(i) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports on Form 10-QSB with exhibits for said period. As soon as available, Borrower's reports on Form 8-KSB with any exhibits.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period.. -------------------------------------------------------------------------------- 23 Agreement (Continued) --------------------------------------------------------------------------------
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower Borrower, (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(vvi) Promptly (but in any event within ten five (105) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender Lenders or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a Arthxx Xxxexxxx XXX, or other such firm of independent certified public accountants accountants, requested by Borrower and approved by the LenderLenders, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the each Lender:
(i) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports on Form 10-Q with exhibits for said period. As soon as available, Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB K with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower Borrower, (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.. -------------------------------------------------------------------------------- 21 26 Agreement (Continued) --------------------------------------------------------------------------------
(vvi) Promptly (but in any event within ten five (105) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender Lenders or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) The Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain employ a firm of independent certified public accountants requested by Borrower accountants, which firm is and shall be one of the six largest national accounting firms or which is approved by the LenderMajority in Interest, to make annual audits of its accounts in accordance with generally accepted auditing standards; permit the Lenders and their representatives to have access to and to examine its properties, books and records (and to copy and make extracts therefrom) at such reasonable times and intervals as the Lenders may request; and to discuss its affairs, finances and accounts with its officers and auditors, all to such reasonable extent and at such reasonable times and intervals as the Lenders may request.
(b) The Borrower shall provide the following reports and information to the LenderLenders:
(i) As soon as available, and in any event within forty-five (45) days after the close of each quarter, the Borrower's report on Form 10-Q with exhibits for said period. In addition, the Lenders may at their sole discretion request internal monthly reports for specific periods.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, the Borrower's annual report on Form 10-KSB K with exhibits for said period.. ------------------------------------------------------------------------------- 12 AGREEMENT (CONTINUED) -------------------------------------------------------------------------------
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower the Borrower, (A) stating that a review of the activities of the Borrower during such fiscal period has been made under his supervision and that the Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in no Default under any or Event of the same or, if any such Default shall have occurred, or if a Default or Event of Default shall occurred, specifying the nature and status thereof, and (B) stating that Borrower is setting forth a computation in compliance reasonable detail as of the end of the period covered by such fiscal quarter statements, of compliance with the agreed minimum financial ratios and standards set forth Agreed Minimum Financial Standards in SCHEDULE Exhibit 7.01 to this Agreementas provided therein.
(iiiiv) So long as any Debenture remains outstanding, promptly (but in any event within five (5) business days) upon learning of the occurrence of a Default or an Event of Default deliver a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Borrower describing such Default or Event of Default and stating what steps are being taken to remedy or cure the same.
(v) Promptly (but in any event within ten five (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (105) business days) upon the receipt thereof by the Borrower or the Board of Directors of the Borrower, copies of all reports, all management letters and other detailed information submitted to the Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of the Borrower made by such accountants.
(vvi) Promptly (but in any event within ten (10) business days)With reasonable promptness, such other information relating to the finances, budgets, properties, business and affairs of Borrowerthe Borrower and each Subsidiary, as the Lender or the Agent Lenders may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which the Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. Borrowers shall deliver to Lender each of the following:
(a) Borrower as soon as available and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of GAINSCO, consolidated and consolidating statements of income, shareholders' equity and cash flows of REVOLVING CREDIT AGREEMENT - PAGE 29 -------------------------- (GAINSCO/Bank One) 31 GAINSCO and its Subsidiaries, together with separate statements for GAINSCO only, for such period and for the period from the beginning of the respective fiscal year to the end of such period, and the related consolidated and consolidating balance sheet of GAINSCO and its Subsidiaries as at the end of such period, setting forth in each case in comparative form the corresponding consolidated figures for the corresponding periods in the preceding fiscal year (except that, in the case of balance sheet, such comparison shall accurately and fairly maintain its books be to the last day of account the prior fiscal year), in each case in accordance with GAAPgenerally accepted accounting principles, retain a firm consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments);
(b) as soon as available and in any event within 90 days after the end of each fiscal year of GAINSCO, consolidated and consolidating statements of income, shareholders' equity and cash flows of GAINSCO and its Subsidiaries, together with separate statements for GAINSCO only, for such fiscal year and the related consolidated and consolidating balance sheet of GAINSCO and its Subsidiaries as at the end of such fiscal year, setting forth in each case in comparative form the corresponding consolidated figures for the preceding fiscal year, and accompanied by an opinion thereon of independent certified public accountants requested by Borrower of recognized national standing, which opinion shall state that said consolidated financial statements present fairly, in all material respects, the consolidated financial position and approved by results of operations of GAINSCO and its Subsidiaries as at the Lenderend of, to make annual audits of its accounts and for, such fiscal year in accordance with generally accepted auditing standards.accounting principles, and a statement of such accountants to the effect that, in making the examination necessary for their opinion, nothing came to their attention that caused them to believe that the Borrowers were not in compliance with SECTIONS 7.15 through 7.22 hereof, insofar as such Sections relate to accounting matters, in each case in accordance with generally accepted accounting principles, consistently applied, as at the end of, and for, such fiscal year;
(bc) Borrower promptly after filing with the applicable Insurance Regulatory Authority and in any event within 45 days after the end of each of the first three quarterly fiscal periods of each fiscal year of each Insurance Subsidiary, the quarterly Statutory Statement of such Insurance Subsidiary for such quarterly fiscal period, together with the opinion thereon of a senior financial officer of such Insurance Subsidiary stating that such Statutory Statement presents fairly, in all material respects, the financial position of such Insurance Subsidiary for such quarterly fiscal period in accordance with SAP required or permitted by its Insurance Regulatory Authority;
(d) promptly after filing with the applicable Insurance Regulatory Authority and in any event within 60 days after the end of each fiscal year of each Insurance Subsidiary, the annual Statutory Statement of such Insurance Subsidiary for such year, together with (i) the opinion thereon of a senior financial officer of such Insurance Subsidiary stating that said annual Statutory Statement presents fairly, in all material respects, the financial position of such Insurance Subsidiary for such fiscal year in accordance with statutory accounting practices required or permitted by the Insurance Regulatory Authority and (ii) with respect to each Insurance Subsidiary, a certificate of REVOLVING CREDIT AGREEMENT - PAGE 30 -------------------------- (GAINSCO/Bank One) 32 the chief actuary of such Insurance Subsidiary, affirming the adequacy of reserves taken by such Insurance Subsidiary, in respect of future policyholder benefits as at the end of such fiscal year (as shown on such financial statements);
(e) within 150 days after the end of each fiscal year of each Insurance Subsidiary, the report of independent certified public accountants of recognized national standing) on the annual Statutory Statements delivered pursuant to SECTION 6.1(d) hereof;
(f) contemporaneously with the delivery of the financial statements required by SECTION 6.1(a) and 6.1(b), a Compliance Certificate;
(g) promptly upon their becoming available, copies of all registration statements and regular periodic reports, if any, that GAINSCO shall provide have filed with the following Securities and Exchange Commission (or any governmental agency substituted therefor) or any national securities exchange;
(h) promptly upon the mailing thereof to the shareholders of any Company generally, copies of all financial statements, reports and information to the Lender:proxy statements so mailed;
(i) As promptly after each Insurance Subsidiary receives the results of a triennial examination by its Insurance Regulatory Authority of its financial condition and operations and/or any of its Subsidiaries, a copy thereof;
(j) promptly following the delivery or receipt by any Insurance Subsidiary or any of their respective Subsidiaries, copies of (a) each material registration, filing or submission made by or on behalf of any Insurance Subsidiary with any Insurance Regulatory Authority, except for policy form filings, (b) each material examination and/or audit report or other similar report submitted to any Insurance Subsidiary by any Insurance Regulatory Authority, (c) all material information which Lender may from time to time request with respect to the nature or status of any material deficiencies or violations reflected in any examination report or other similar report and (d) each material report, order, direction, instruction, approval, authorization, license or other notice which Borrowers or any Insurance Subsidiary may at any time receive from any Insurance Regulatory Authority.
(k) as soon as available, and in any event within ninety 90 days after the end of each fiscal year of GAINSCO, projected balance sheets and income statements, such balance sheets and income statements to be prepared on a quarterly basis for the succeeding fiscal year of GAINSCO and its Subsidiaries, on a consolidated and consolidating basis and prepared using methods consistent with the preparation of GAINSCO's financial statements required pursuant to SECTION 6.1(a), disclosing all assumptions made with respect to general economic, financial, and market conditions utilized in preparation of such projected financial statements and certified by an authorized officer of Borrowers to be (90i) based upon reasonable estimates and assumptions all of which are fair in light of current conditions, (ii) prepared on the basis of the assumption stated therein, and (iii) reflective of such Person's estimates of the results of operations and other information projected therein. Such REVOLVING CREDIT AGREEMENT - PAGE 31 -------------------------- (GAINSCO/Bank One) projected financial statements shall include an updated statutory projected balance sheet and income statement for GAIC.
(l) as soon as available and in any event within 45 days after the last day of each fiscal quarter (except the last) of each fiscal year of each Insurance Subsidiary, a certificate signed by an authorized officer of such Insurance Subsidiary stating the Net Amount Recoverable from Reinsurers as of such quarter end and each such reinsurer's rating with A.M. Best Company, Inc. or claims paying rating with Standard & Poors.
(m) as soon as available and in any event within 60 days after the close of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period.
(ii) Each fiscal quarter, concurrent with the periodic report required aboveyear of each Insurance Subsidiary, a certificate executed signed by an authorized officer of such Insurance Subsidiary stating the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is in compliance Net Amount Recoverable from Reinsurers as of the such year end of and each such fiscal quarter reinsurer's rating with the agreed minimum financial ratios and standards set forth in SCHEDULE 7.01 to this AgreementA.M. Best Company, Inc. or claims paying rating with Standard & Poors.
(iii) Promptly (but in any event within ten (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(v) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. The Company shall deliver to each Holder (in duplicate):
(a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a firm of independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the Lender:
(i) As as soon as available, and in any event within ninety (90) days 45 days, after the close end of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period.
Fiscal Quarter (ii) Each fiscal quarter, concurrent with other than the periodic report required abovelast Fiscal Quarter in any Fiscal Year), a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review consolidated balance sheet of the activities of Borrower during such fiscal period has been made under his supervision Company and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not the Consolidated Subsidiaries (in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (Breasonable detail) stating that Borrower is in compliance as of the end of such fiscal quarter Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Quarter and for the portion of the current Fiscal Year ending on the last day of such Fiscal Quarter, in each case (i) prepared in accordance with the agreed minimum financial ratios GAAP and standards set (ii) setting forth in SCHEDULE 7.01 comparative form the figures for the corresponding period of the preceding Fiscal Year, which financial statements shall be certified (subject to this Agreement.normal year-end audit adjustments) as to fairness of presentation, compliance with GAAP and consistency with prior periods by a Responsible Officer of the Company, it being understood that no such statement need be accompanied by complete footnotes;
(iiib) Promptly (but as soon as available, and in any event within ten (10) business 90 days) upon becoming aware , after the end of each Fiscal Year, a consolidated balance sheet of the existence Company and the Consolidated Subsidiaries (in reasonable detail) as of the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Year, in each case (i) prepared in conformity with GAAP and (ii) setting forth in comparative form the figures for the preceding Fiscal Year, which financial statements shall be accompanied by an opinion thereon (which shall not be qualified by reason of any limitation imposed by the Company) of the Independent Accountants stating that such financial statements, in the opinion of the Independent Accountants, present fairly the consolidated financial position of the Company and the Consolidated Subsidiaries as of the date thereof and the consolidated results of their operations and cash flows for the period covered thereby in conformity with GAAP consistently applied (except for noted changes in which the Independent Accountants concur) and that the examination of the Independent Accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and, accordingly, includes such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, an Officers' Certificate (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 9.01, 9.02, 9.03, 9.04, 9.05, 9.06 and 9.07 on the date of such financial statements, (ii) stating that the signers have reviewed this Agreement and the other Loan Documents and have made, or caused to be made under their supervision, a review of the transactions and condition of the Company during the accounting period covered by such financial statements and (iii) stating that such review did not disclose the existence during or event which constitutes a at the end of such accounting period of any Default or whichor, with notice or the passage of time or both would become a if any Default or an Event of Defaultexists, written notice specifying the nature and period of existence thereof and what action the action which Borrower Company has taken, is taking or proposes to take with respect thereto.;
(d) simultaneously with the delivery of each set of financial statements referred to in clause (b) above, a written statement by the Independent Accountants giving the opinion thereon stating (i) that their audit has included a review of the terms of this Agreement and that such review is sufficient to enable them to make the statement referred to in clause (iv) Promptly of this paragraph (but d) (it being understood that such Independent Accountants shall not be required to conduct or make any special or additional audit procedures or examinations for purposes of such written statement, other than those required by generally accepted auditing standards, and that their audit will not have been directed primarily toward obtaining knowledge of any Default), (ii) whether, in the course of their audit, they obtained knowledge (and whether, as of the date of such written statement, they have knowledge) of the existence and continuance of any event within ten Default and, if so, specifying the nature and period of existence thereof, (10iii) business daysthat they have examined the Officers' Certificate delivered in connection therewith pursuant to clause (c) above and (iv) that the matters set forth in such Officers' Certificate pursuant to subclause (i) of clause (c) above have been properly stated in accordance with this Agreement;
(e) promptly upon the receipt thereof by Borrower or the Board thereof, a copy of Directors of Borrower, copies of all reports, all each management letters and other detailed information letter submitted to Borrower the Company by the Independent Accountants (and each response of the Company thereto), it being understood and agreed that all material items which are furnished to the Holders pursuant to this clause (e) shall be treated as confidential if such items are not previously known to any Holder and if, and so long as, such items are not generally available to the public, but nothing herein contained shall limit or impair the Board by independent accountants right of any Holder to (i) disclose such items to any other Holder, any prospective Transferee, the National Association of Insurance Commissioners or any Governmental Authority, (ii) disclose such items in connection with each annual any litigation, investigation or interim audit or review similar proceeding, (iii) use such information to the extent pertinent to an evaluation of the accounts Obligations or affairs to enforce compliance with the terms and conditions of Borrower made this Agreement, (iv) take any action required by such accountants.
law or (v) Promptly take any lawful action which such Holder deems necessary to protect its interests under this Agreement or any other Loan Document;
(but f) promptly upon becoming available, a copy of each consolidating balance sheet and income statement of the Company and the Consolidated Subsidiaries prepared by or on behalf of the Company after the date hereof;
(g) promptly upon transmission thereof, a copy of each (i) financial statement, proxy statement, notice and report sent or made available by the Company to its security holders in compliance with the Exchange Act or any event within ten (10) business days), such other information comparable federal or state laws relating to the financesdisclosure by any Person of information to its security holders, budgets, properties, business (ii) regular and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or (excluding exhibits) and prospectus filed by Borrower the Company with any securities exchange or with the SEC or any successor agency, and of any order issued by any Governmental Authority succeeding to any of its functions and (iii) press release or other statement made available by the Company to the public concerning material developments in any proceeding to which Borrower is a party.the business of the Company;
(viih) As as soon as availablepracticable, and in any event within fifteen (15) days two Business Days, after the close Company obtains knowledge of any Default, an Officers' Certificate specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;
(i) as soon as practicable, and in any event within ten Business Days, after the Company obtains knowledge of any condition (excluding general economic conditions not peculiar to the Company or any Subsidiary), happening or event which, in the opinion of the Board of Directors or any Responsible Officer of the Company, could reasonably be expected to have a Material Adverse Effect, an Officers' Certificate specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;
(j) promptly, a copy of each fiscal quarterMaterial Contract entered into or assumed by the Company after the date hereof and each amendment, a report setting forth supplement or modification entered into after the number date hereof in respect of stock optionsany Material Contract; and
(k) such other information concerning the business, and their respective prices and termsfinancial condition, issued during such quarter and cumulativelyresults of operation, prospects or Properties of the Company or any Subsidiary as any Holder shall reasonably request.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) The Parent and Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain employ a firm of independent certified public accountants requested by Borrower accountants, which firm is and shall be one of the six largest national accounting firms or which is approved by the LenderMajority in Interest, to make annual audits of its accounts in accordance with generally accepted auditing standards; permit the Lender and their representatives to have access to and to examine its properties, books and records (and to copy and make extracts therefrom) at such reasonable times and intervals as the Lender may request; and to discuss its affairs, finances and accounts with its officers and auditors, all to such reasonable extent and at such reasonable times and intervals as the Lender may request.
(b) The Parent and Borrower shall provide the following reports and information to the Lender:
(i) As soon as available, and in any event within ninety forty-five (9045) days after the close of each fiscal yearquarter, Borrowerthe Parents's annual report on Form 10-KSB Q with exhibits for said period. In addition, the Lender may at their sole discretion request internal monthly reports for specific periods.
(ii) As soon as available, and in any event within ninety (107) days after the close of each year, the Parents's report on Form 10-K with exhibits for said period.
(ii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE 7.01 to this Agreement.
(iii) Promptly So long as any Debenture remains outstanding, promptly (but in any event within ten five (105) business days) upon becoming aware learning of the existence occurrence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying Default deliver a certificate signed by the nature Chief Executive Officer or Chief Financial Officer of the Borrower and period Parent describing such Default or Event of existence thereof Default and stating what steps are being taken to remedy or cure the action which Borrower is taking or proposes to take with respect theretosame.
(iv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by the Borrower or Parent or the Board of Directors of Borrowerthe Borrower or Parent, copies of all reports, all management letters and other detailed information submitted to the Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of the Borrower or Parent made by such accountants.
(v) Promptly (but in any event within ten (10) business days)With reasonable promptness, such other information relating to the finances, budgets, properties, business and affairs of Borrowerthe Parent, Borrower and each Subsidiary, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower or Parent to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower Parent with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which the Borrower or Parent is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. The Company shall deliver to each Holder (in duplicate):
(a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a firm of independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the Lender:
(i) As as soon as available, and in any event within ninety (90) days 45 days, after the close end of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period.
Fiscal Quarter (ii) Each fiscal quarter, concurrent with other than the periodic report required abovelast Fiscal Quarter in any Fiscal Year), a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review consolidated balance sheet of the activities of Borrower during such fiscal period has been made under his supervision Company and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not the Consolidated Subsidiaries (in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (Breasonable detail) stating that Borrower is in compliance as of the end of such fiscal quarter Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Quarter and for the portion of the current Fiscal Year ending on the last day of such Fiscal Quarter, in each case (i) prepared in accordance with the agreed minimum financial ratios GAAP and standards set (ii) setting forth in SCHEDULE 7.01 comparative form the figures for the corresponding period of the preceding Fiscal Year, which financial statements shall be certified (subject to this Agreement.normal year-end audit adjustments) as to fairness of presentation, compliance with GAAP and consistency with prior periods by a Responsible Officer of the Company, it being understood that no such statement need be accompanied by complete footnotes;
(iiib) Promptly (but in any event within ten (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(v) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days 90 days, after the close end of each fiscal quarterFiscal Year, a report consolidated balance sheet of the Company and the Consolidated Subsidiaries (in reasonable detail) as of the end of such Fiscal Year and the related consolidated statements of income, stockholders' equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Year, in each case (i) prepared in conformity with GAAP and (ii) setting forth in comparative form the number figures for the preceding Fiscal Year, which financial statements shall be accompanied by an opinion thereon (which shall not be qualified by reason of stock optionsany limitation imposed by the Company) of the Independent Accountants stating that such financial statements, in the opinion of the Independent Accountants, present fairly the consolidated financial position of the Company and the Consolidated Subsidiaries as of the date thereof and the consolidated results of their respective prices operations and terms, issued during such quarter and cumulatively.cash flows for the period covered thereby in conformity with GAAP consistently
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a such firm of independent certified public accountants accountants, requested by Borrower and approved by the LenderLenders, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the each Lender:
(i) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports on Form 10-Q with exhibits for said period. As soon as available, Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB K with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower Borrower, (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(vvi) Promptly (but in any event within ten five (105) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender Lenders or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, GAAP and retain a the firm of Xxxxx Xxxxxxxx, P.C. as its independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards. Any replacement firm shall be approved by the Lender.
(b) Borrower shall provide the following reports and information to the Lender:
(i) As soon as publicly available, and in any event within forty-five (45) days after the close of each fiscal quarter, or as such deadline may be extended under applicable SEC rules, Borrower's quarterly reports on Form 10-Q with exhibits. As soon as publicly available, Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as publicly available, and in any event within ninety (90) days after the close of each fiscal year, or as such deadline may be extended under applicable SEC rules, Borrower's annual report on Form 10-KSB K, with exhibits for said periodexhibits.
(iiiii) Each fiscal quarter, concurrent with the periodic report Form 10-Q required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(vvi) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of BorrowerBorrower and each Subsidiary, as the Lender or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.. Agreement --------------------------------------------------------------------------------
(viiviii) As soon as available, Concurrent with Borrower's timely filing and in any event within fifteen (15) days after delivery of its Form 10-Q SB upon the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Samples: Convertible Loan Agreement (Cover All Technologies Inc)
Financial Statements, Reports and Documents. The Company shall deliver to each Holder (in duplicate):
(a) Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a firm of independent certified public accountants requested by Borrower and approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) Borrower shall provide the following reports and information to the Lender:
(i) As as soon as available, and in any event within ninety (90) days 45 days, after the close end of each fiscal year, Borrower's annual report on Form 10-KSB with exhibits for said period.
Fiscal Quarter (ii) Each fiscal quarter, concurrent with other than the periodic report required abovelast Fiscal Quarter in any Fiscal Year), a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review consolidated balance sheet of the activities of Borrower during such fiscal period has been made under his supervision Company and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not the Consolidated Subsidiaries (in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (Breasonable detail) stating that Borrower is in compliance as of the end of such fiscal quarter Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Quarter and for the portion of the current Fiscal Year ending on the last day of such Fiscal Quarter, in each case (i) prepared in accordance with the agreed minimum financial ratios GAAP and standards set (ii) setting forth in SCHEDULE 7.01 comparative form the figures for the corresponding period of the preceding Fiscal Year, which financial statements shall be certified (subject to this Agreement.normal year-end audit adjustments) as to fairness of presentation, compliance with GAAP and consistency with prior periods by a Responsible Officer of the Company, it being understood that no such statement need be accompanied by complete footnotes;
(iiib) Promptly (but as soon as available, and in any event within ten (10) business 90 days) upon becoming aware , after the end of each Fiscal Year, a consolidated balance sheet of the existence Company and the Consolidated Subsidiaries (in reasonable detail) as of the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Company and the Consolidated Subsidiaries (in reasonable detail) for such Fiscal Year, in each case (i) prepared in conformity with GAAP and (ii) setting forth in comparative form the figures for the preceding Fiscal Year, which financial statements shall be accompanied by an opinion thereon (which shall not be qualified by reason of any limitation imposed by the Company) of the Independent Registered Public Accounting Firm stating that such financial statements, in the opinion of the Independent Registered Public Accounting Firm, present fairly, in all material respects, the consolidated financial position of the Company and the Consolidated Subsidiaries as at the end of such year, and the results of their operations and their cash flows for such period in conformity with accounting principles generally accepted in the United States of America (except for noted changes in which the Independent Registered Public Accounting Firm concurs) and that the examination of the Independent Registered Public Accounting Firm in connection with such financial statements has been made in accordance with the standards of the Public Company Accounting Oversight Board (United States), and such examination includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation;
(c) simultaneously with the delivery of each set of financial statements referred to in clauses (a) and (b) above, an Officers’ Certificate (i) setting forth in reasonable detail the calculations required to establish whether the Company was in compliance with the requirements of Sections 9.01, 9.02, 9.03 and 9.04, on the date of such financial statements, (ii) stating that the signers have reviewed this Agreement and the other Loan Documents and have made, or caused to be made under their supervision, a review of the transactions and condition of the Company during the accounting period covered by such financial statements and (iii) stating that such review did not disclose the existence during or event which constitutes a at the end of such accounting period of any Default or whichor, with notice or the passage of time or both would become a if any Default or an Event of Defaultexists, written notice specifying the nature and period of existence thereof and what action the action which Borrower Company has taken, is taking or proposes to take with respect thereto.;
(d) so long as the Existing Notes are outstanding, simultaneously with the delivery of each set of financial statements referred to in clause (b) above, a written statement by the Independent Registered Public Accounting Firm giving the opinion thereon stating (i) that their audit has included a review of the terms of this Agreement and that such review is sufficient to enable them to make the statement referred to in clause (iv) Promptly of this paragraph (but d) (it being understood that such Independent Registered Public Accounting Firm shall not be required to conduct or make any special or additional audit procedures or examinations for purposes of such written statement, other than those required by generally accepted auditing standards, and that their audit will not have been directed primarily toward obtaining knowledge of any Default), (ii) whether, in the course of their audit, they obtained knowledge (and whether, as of the date of such written statement, they have knowledge) of the existence and continuance of any event within ten Default and, if so, specifying the nature and period of existence thereof, (10iii) business daysthat they have examined the Officers’ Certificate delivered in connection therewith pursuant to clause (c) above and (iv) that the matters set forth in such Officers’ Certificate pursuant to subclause (i) of clause (c) above have been properly stated in accordance with this Agreement;
(e) so long as the Existing Notes are outstanding, promptly upon the receipt thereof by Borrower or the Board thereof, a copy of Directors of Borrower, copies of all reports, all each management letters and other detailed information letter submitted to Borrower the Company by the Independent Registered Public Accounting Firm (and each response of the Company thereto), it being understood and agreed that all material items which are furnished to the Holders pursuant to this clause (e) shall be treated as confidential if such items are not previously known to any Holder and if, and so long as, such items are not generally available to the public, but nothing herein contained shall limit or impair the Board by independent accountants right of any Holder to (i) disclose such items to any other Holder, any prospective Transferee, the National Association of Insurance Commissioners or any Governmental Authority pursuant to an applicable legal requirement or agreement, (ii) disclose such items in connection with each annual any litigation, investigation or interim audit or review similar proceeding, (iii) use such information to the extent pertinent to an evaluation of the accounts Obligations or affairs to enforce compliance with the terms and conditions of Borrower made this Agreement, (iv) take any action required by such accountants.
law or (v) Promptly take any lawful action which such Holder deems necessary to protect its interests under this Agreement or any other Loan Document provided that such Holder shall use reasonable efforts to provide to the Company notice of such disclosure and a reasonable opportunity to contest or limit such disclosure;
(but f) so long as the Existing Notes are outstanding, promptly upon becoming available, a copy of each consolidating balance sheet and income statement of the Company and the Consolidated Subsidiaries prepared by or on behalf of the Company after the date hereof;
(g) promptly upon transmission thereof, a copy of each (i) financial statement, proxy statement, notice and report sent or made available by the Company to its security holders in compliance with the Exchange Act or any event within ten (10) business days), such other information comparable federal or state laws relating to the financesdisclosure by any Person of information to its security holders, budgets, properties, business (ii) regular and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or (excluding exhibits) and prospectus filed by Borrower the Company with any securities exchange or with the SEC or any successor agency, and of any order issued by any Governmental Authority succeeding to any of its functions (other than any such reports, registration statements or prospectuses transmitted after the Existing Notes are no longer outstanding and which are not material to the business of the Company) and (iii) press release or other statement made available by the Company to the public concerning material developments in any proceeding to which Borrower is a party.the business of the Company;
(viih) As as soon as availablepracticable, and in any event within fifteen (15) days two Business Days, after the close Company obtains knowledge of any Default, an Officers’ Certificate specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;
(i) as soon as practicable, and in any event within ten Business Days, after the Company obtains knowledge of any condition (excluding general economic or industry conditions not peculiar to the Company or any Subsidiary), happening or event which, in the opinion of the Board of Directors or any Responsible Officer of the Company, could reasonably be expected to have a Material Adverse Effect, an Officers’ Certificate specifying the nature and period of existence thereof and what action the Company has taken, is taking or proposes to take with respect thereto;
(j) promptly, a copy of each fiscal quarterMaterial Contract entered into or assumed by the Company after the date hereof and each material amendment, supplement or modification entered into after the date hereof in respect of any Material Contract; and
(k) such other information concerning the business, financial condition, results of operation, prospects or Properties of the Company or any Subsidiary as any Holder shall reasonably request. Documents required to be delivered pursuant to Sections 8.01(a), 8.01(b), 8.01(c) or 8.01(g) (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 report setting forth link thereto on the number Company’s website on the Internet at hxxx://xxx.xxxxxxxxxxx.xxx or any other website on the Internet designated in writing to each of stock optionsthe Holders or (ii) on which such documents are posted on the Company’s behalf on hxxx://xxx.xxx.xxx; provided that, in each case, the Company (A) shall have notified each Holder (by telecopier or to an electronic mail address provided to the Company by such Holder) of the posting of each of such documents and their respective prices and terms, issued during (B) shall deliver paper copies of such quarter and cumulativelydocuments to any Holder that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by such Holder.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) The Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain employ a firm of independent certified public accountants requested by Borrower and accountants, which firm is one of the six largest national accounting firms or which is approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards; permit the Lender and its representatives to have access to and to examine its properties, books and records (and to copy and make extracts therefrom) at such reasonable times and intervals as the Lender may request; and to discuss its affairs, finances and accounts with its officers and auditors, all to such reasonable extent and at such reasonable times and intervals as the Lender may request.
(b) The Borrower shall provide the following reports and information to the Lender and/or the Lender's designee:
(i) As soon as available, and in any event within forty-five (45) days after the close of each quarter, the Company's report on Form 10-Q with exhibits for said period. In addition, the Lender may at its sole discretion request internal monthly reports for specific periods.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrowerthe Company's annual report on Form 10-KSB K with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower the Borrower, (A) stating that a review of the activities of the Borrower during such fiscal period has been made under his supervision and that the Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is setting forth a computation in compliance reasonable detail as of the end of the period covered by such fiscal quarter statements, of compliance with the agreed minimum financial ratios and standards set forth Agreed Minimum Financial Standards in SCHEDULE Exhibit 7.01 to this Agreementas provided therein.
(iiiiv) So long as any Debenture remains outstanding, promptly (but in any event within five (5) business days) upon learning of the occurrence of a Default or an Event of Default deliver a certificate signed by the Chief Executive Officer or Chief Financial Officer of the Borrower describing such Default, Event of Default and stating what steps are being taken to remedy or cure the same.
(v) Promptly (but in any event within ten five (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (105) business days) upon the receipt thereof by the Borrower or the Board of Directors of the Borrower, copies of all reports, all management letters and other detailed information submitted to the Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of the Borrower made by such accountants.
(vvi) Promptly (but in any event within ten (10) business days)With reasonable promptness, such other information relating to the finances, budgets, properties, business and affairs of Borrowerthe Borrower and each Subsidiary, as the Lender or the Agent may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, generally and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which the Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Samples: Convertible Debenture Loan Agreement (Biodynamics International Inc)
Financial Statements, Reports and Documents. (a) Borrower Obligor shall, at its own cost and expense, provide Agent with the following:
(i) Obligor shall accurately furnish to Agent within one hundred and fairly maintain its books twenty (120) days following the end of account each Fiscal Year (A) a complete copy of the annual financial statements of each of Obligor and Guarantor, audited by a “Big Four” accounting firm or another independent certified public accounting firm acceptable to Agent (which audit report may rely on the report of another independent certified public accounting firm provided such other independent certified public accounting firm is also a “Big Four” accounting firm or other independent certified public accounting firm acceptable to Agent), in accordance with GAAP, retain for such Fiscal Year and containing a firm balance sheet and a statement of independent certified public accountants requested operations, and (B) unaudited annual income statements with respect to Obligor and Guarantor, including a statement of operations for Obligor or Guarantor, as the case may be. The annual financial statements of Obligor and Guarantor shall be accompanied by Borrower (i) an Officer’s Certificate certifying that each such annual financial statement presents fairly, in all material respects, the financial condition and approved by results of operation of the Lender, to make annual audits of its accounts Property or property being reported upon and has been prepared in accordance with generally accepted auditing standards.GAAP and (ii) a management report, in form and substance reasonably satisfactory to Agent, discussing the reconciliation between the financial statements for such Fiscal Year and the most recent Annual Budget. Together with Obligor’s annual financial statements, Obligor shall furnish to Agent (A) an Officer’s Certificate certifying as of the date thereof whether, to Obligor’s knowledge, there exists a Default or Event of Default, and if such Default or Event of Default exists, the nature thereof, the period of time it has existed and the action then being taken to remedy the same; and (B) an annual report, for the most recently completed fiscal year, containing: (1) capital expenditures for FF&E and any Capital Expenditures made in respect of the Property, including separate line items with respect to any project costing in excess of $500,000; (2) occupancy levels at the Property for such period; (3) average daily room rates at the Property for such period; (4) a comparison of the budgeted income and expenses and the actual income and expenses for such annual period for the Property, together with a detailed explanation of any variances of twenty percent (20%) or more between budgeted and actual amounts in the aggregate and on a line item basis for such period; provided, however, that Obligor shall not be obligated to provide such detailed explanation for line items for which the actual amounts for such period are less than $250,000; (5) a report of Adjusted Operating Income and Operating Expenses (as well as a calculation of Pro Forma Net Operating Income based thereon) with respect to the Property and for the Obligor, in each case for the most recently completed quarter; (6) a STAR Report for the most recently completed quarter; (7) a calculation of DSCR for the trailing twelve (12) month period ending with such month; and (8) a statement that the representations and warranties of Obligor set forth in Section 3.36 hereof are true and correct as of the date of the certificate that accompanies such annual statements;
(bii) Borrower Obligor shall provide furnish, or cause to be furnished, to Agent on or before the following reports forty-fifth (45th) day after the end of each of the first three Calendar Quarters, quarterly and information year to date financial statements prepared for such fiscal quarter with respect to Obligor, including a balance sheet and operating statement for Obligor for such quarter, accompanied by an Officer’s Certificate, certifying that such items are true, correct, accurate and complete in all material respects and fairly present in all material respects the financial condition and results of the operations of Obligor and the Property in a manner consistent with GAAP (subject to normal year end adjustments), to the Lender:extent applicable; Together with Obligor’s quarterly financial statements, Obligor shall furnish to Agent, (A) a comparison of the budgeted income and expenses and the actual income and expenses for such quarterly period for the Property, together with a detailed explanation of any variances of twenty percent (20%) or more between budgeted and actual amounts in the aggregate and on a line item basis for such period and year to date; provided, however, that Obligor shall not be obligated to provide such detailed explanation for line items for which the actual amounts for such period are less than $250,000; (B) to the extent available from the Property Manager, occupancy levels at the Property for such period, including average daily room rates and the average revenue per available room; (C) a report of Adjusted Operating Income and Operating Expenses (as well as a calculation of Pro Forma Net Operating Income based thereon) with respect to the Property and for the Obligor, in each case for the most recently completed quarter; (D) a STAR Report for the most recently completed quarter; (E) a calculation of DSCR for the trailing twelve (12) month period ending with such month; and (F) a statement that the representations and warranties of Obligor set forth in Section 3.36 hereof are true and correct as of the date of the certificate that accompanies such annual or quarterly statements;
(iii) Obligor shall furnish to Agent, within thirty (30) days, after the end of each calendar month, unaudited operating statements (provided, that such monthly operating statements do not have to be prepared in a manner consistent with GAAP), aged accounts receivable reports, rent rolls and STAR Reports; occupancy and ADR reports, in each case, for each Property and for the Property in the aggregate and accompanied by an Officer’s Certificate, certifying that (i) As with respect to the operating statements, that such statements are true, correct, accurate and complete in all material respects and fairly present in all material respects the results of the operations of Obligor and the Property and (ii) with respect to the aged accounts receivable reports, rent rolls, occupancy and ADR reports, that such items are to the best of Obligor’ knowledge true, correct and accurate and fairly present the results of the operations of Obligor and the Property (provided that Obligor shall not be required to (x) furnish to Agent any information which Obligor have been unable to obtain from the Property Manager after using reasonable efforts to do so or (y) provide the certification in clauses (i) or (ii) above solely with respect to the monthly STAR Reports. Obligor shall also furnish to the Agent, within thirty (30) days after the end of each calendar month, a certificate in the form of Exhibit K to this Agreement;
(iv) Obligor shall furnish to Agent, within ten (10) Business Days after request, such further detailed information with respect to the operation of the Property and the financial affairs of Obligor as may be reasonably requested by Agent; provided that Obligor shall not be required to furnish to Agent any information which Obligor can only obtain from the Property Manager if either (i) Obligor is not entitled to such information under the Property Management Agreement, or (ii) Obligor has been unable to obtain such information from the Property Manager after using reasonable efforts to do so;
(v) Obligor shall furnish to Agent, promptly after receipt, a copy of any notice received by or on behalf of Obligor from any Governmental Authority having jurisdiction over any of the Property with respect to a condition existing or alleged to exist or emanate therefrom or thereat;
(vi) Obligor shall, at any and all times, within a reasonable time after written request by Agent, furnish or cause to be furnished to Agent, in such manner and in such detail as may be requested by Agent, such information as may be necessary to permit Agent to comply with any request for information made by an investor or prospective investor in the Note and to be furnished under Rule 144A(d) under the Securities Act;
(vii) Obligor shall, as soon as availablepracticable, and but in any event within ninety no later than forty-five (9045) days after the close of each fiscal yearCalendar Quarter, Borrower's annual report on Form 10-KSB with exhibits for said period.
(ii) Each fiscal quartera compliance statement executed by Guarantor in a form attached hereto as Exhibit L, concurrent which statement shall certify that Guarantor shall be in compliance with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower (A) stating that a review of the activities of Borrower during such fiscal period has been made under his supervision and that Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default under any of the same or, if any such Default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards covenants set forth in SCHEDULE 7.01 to this Agreement.Section 4.28 hereof;
(iiiviii) Promptly The information required to be furnished by Obligor to Agent under this Section 4.1 shall be provided in electronic format;
(ix) As soon as practicable, but in any event within ten no later than one hundred twenty (10) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(v) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15120) days after the close of each fiscal quartercalendar year, a report setting forth balance sheet of Guarantor, in a form reasonably acceptable to Agent, provided such statements shall not be certified or audited by an certified public accounting firm;
(x) Upon request by Lender, Obligor shall furnish to Lender copies of any requested reports that Obligor receives from the number Property Manager under Section 6.01 of stock optionsthe Property Management Agreement;
(xi) Prior to completion of the Project, as determined by Agent’s Consultant, Obligor shall furnish to Agent on a monthly basis on or prior to the fifteenth (15th) day of each calendar month, a report, in form and their respective prices substance reasonably satisfactory to Agent, detailing the status and termsprogress of the Project, issued including without limitation a comparison of actual costs incurred to the Construction Expenditures Budget.
(xii) Agent shall have the right at any time and from time to time to audit the financial information provided by Obligor pursuant to the terms of this Agreement in accordance with the then customary audit policies and procedures of Agent. Agent shall pay for the costs of its auditors, provided, however, if such audit shall have been commenced during an Event of Default, Obligor shall pay the cost and expenses of such quarter and cumulativelyaudit.
Appears in 1 contract
Financial Statements, Reports and Documents. (a) The Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain employ a firm of independent certified public accountants requested by Borrower and accountants, which firm is one of the six largest national accounting firms or which is approved by the Lender, to make annual audits of its accounts in accordance with generally accepted auditing standards; permit the Lender and its representatives to have access to and to examine its properties, books and records (and to copy and make extracts therefrom) at such reasonable times and intervals as the Lender may request; and to discuss its affairs, finances and accounts with its officers and auditors, all to such reasonable extent and at such reasonable times and intervals as the Lender may request.
(b) The Borrower shall provide the following reports and information to the Lender and/or the Lender's designee:
(i) As soon as available, and in any event within forty-five (45) days after the close of each quarter, the Company's report on Form 10-Q with exhibits for said period. In addition, the Lender may at its sole discretion request internal monthly reports for specific periods.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrowerthe Company's annual report on Form 10-KSB K with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower the Borrower, (A) stating that a review of the activities of the Borrower during such fiscal period has been made under his supervision and that the Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is setting forth a computation in compliance reasonable detail as of the end of the period covered by such fiscal quarter statements, of compliance with the agreed minimum financial ratios and standards set forth Agreed Minimum Financial Standards in SCHEDULE Exhibit 7.01 to this Agreementas provided therein.
(iiiiv) Promptly So long as any Debenture remains outstanding, promptly (but in any event within ten five (105) business days) upon becoming aware learning of the existence occurrence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(iv) Promptly (but in any event within ten (10) business days) upon the receipt thereof by Borrower or the Board of Directors of Borrower, copies of all reports, all management letters and other detailed information submitted to Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of Borrower made by such accountants.
(v) Promptly (but in any event within ten (10) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrower, as the Lender or the Agent may reasonably request from time to time.
(vi) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which Borrower is Default deliver a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.certificate
Appears in 1 contract
Samples: Convertible Loan Agreement (Integrated Security Systems Inc)
Financial Statements, Reports and Documents. (a) The Borrower shall accurately and fairly maintain its books of account in accordance with GAAP, retain a firm of independent certified public accountants requested by Borrower and accountants, which firm is one of the six largest national accounting firms or which is approved by the LenderRequired Lenders, to make annual audits of its accounts in accordance with generally accepted auditing standards.
(b) The Borrower shall provide the following reports and information to the each Lender:
(i) As soon as available, and in any event within forty-five (45) days after the close of each fiscal quarter, Borrower's quarterly reports on Form 10-Q with exhibits for said period. As soon as available, Borrower's reports on Form 8-K with any exhibits.
(ii) As soon as available, and in any event within ninety (90) days after the close of each fiscal year, Borrower's annual report on Form 10-KSB K with exhibits for said period.
(iiiii) Each fiscal quarter, concurrent with the periodic report required above, a certificate executed by the Chief Financial Officer or Chief Executive Officer of Borrower the Borrower, (A) stating that a review of the activities of the Borrower during such fiscal period has been made under his supervision and that the Borrower has observed, performed and fulfilled each and every obligation and covenant contained herein and is not in Default default under any of the same or, if any such Default default shall have occurred, specifying the nature and status thereof, and (B) stating that Borrower is and the Subsidiaries are in compliance as of the end of such fiscal quarter with the agreed minimum financial ratios and standards set forth in SCHEDULE Schedule 7.01 to this Agreement.
(iiiiv) Promptly (but in any event within ten five (105) business days) upon becoming aware of the existence of any condition or event which constitutes a Default or which, with notice or the passage of time or both would become a Default or an Event of Default, written notice specifying the nature and period of existence thereof and the action which Borrower is taking or proposes to take with respect thereto.
(ivv) Promptly (but in any event within ten five (105) business days) upon the receipt thereof by the Borrower or the Board of Directors of the Borrower, copies of all reports, all management letters and other detailed information submitted to the Borrower or the Board by independent accountants in connection with each annual or interim audit or review of the accounts or affairs of the Borrower made by such accountants.. AGREEMENT (CONTINUED)
(vvi) Promptly (but in any event within ten five (105) business days), such other information relating to the finances, budgets, properties, business and affairs of Borrowerthe Borrower and each Subsidiary, as the Lender or the Agent Lenders may reasonably request from time to time.
(vivii) Promptly upon its becoming available, one copy of each financial statement, report, press release, notice or proxy statement sent by Borrower to stockholders generally, and of each regular or periodic report, registration statement or prospectus filed by Borrower with any securities exchange or the SEC or any successor agency, and of any order issued by any Governmental Authority in any proceeding to which the Borrower is a party.
(vii) As soon as available, and in any event within fifteen (15) days after the close of each fiscal quarter, a report setting forth the number of stock options, and their respective prices and terms, issued during such quarter and cumulatively.
Appears in 1 contract
Samples: Convertible Loan Agreement (Play by Play Toys & Novelties Inc)
