Financial Statements, Reports. Furnish to each Lender: (a) within 120 days after the end of each fiscal year of NWS, consolidated balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing); (b) within 60 days after the end of each of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments; (c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin; (d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit); (e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries; (f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and (g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedules.
Appears in 3 contracts
Samples: Credit Agreement (Northwestern Steel & Wire Co), Credit Agreement (Northwestern Steel & Wire Co), Credit Agreement (Northwestern Steel & Wire Co)
Financial Statements, Reports. Furnish to each Lender:
(a) As soon as available, and in any event within 120 one hundred eighty (180) days after the close of Debtor’s fiscal year, Debtor shall furnish Lender with (i) company prepared unaudited financial statements of Debtor, setting forth the balance sheet and the statement of income and cash flow of Debtor for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance, and (ii) a current rent roll and delinquency report of all Leases of the Debtor’s Homes, all in reasonable detail and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Debtor shall furnish Lender with a copy of all tax returns (including all schedules and statements) of Debtor. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Lender from time to time.
(b) As soon as available, and in any event within thirty (30) days after the end of each fiscal year calendar quarter, Debtor shall furnish Lender the following: (i) company prepared unaudited financial statements of NWSDebtor, consolidated setting forth the balance sheets of NWS sheet and its Subsidiaries and related consolidated statements the statement of income and cash flows showing the financial condition flow of NWS and its Subsidiaries as of the close of Debtor for such fiscal year and the results of their operations and cash flows during such fiscal yearcalendar quarter, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) each case in comparative form to the effect that such financial statements fairly present figures for the financial condition, results of operations previous calendar quarter all in reasonable detail and cash flows of NWS and its Subsidiaries, prepared in accordance with generally accepted sound and consistently applied accounting principles consistently applied (except for any changes with which such accountants concur and certified as true and correct in writing);
(b) within 60 days after all material respects by the end manager of each of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal yearDebtor, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations acceptable to Lender in form and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof substance; and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies rent roll of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate Leases of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair Debtor’s Homes, and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request includingrequire all certified as true and correct in all material respects by the manager of Borrower, but not limited to, monthly accounts receivable aging all as acceptable to Lender in form and inventory schedulessubstance.
Appears in 3 contracts
Samples: Security Agreement (Manufactured Housing Properties Inc.), Security Agreement (Manufactured Housing Properties Inc.), Security Agreement (Manufactured Housing Properties Inc.)
Financial Statements, Reports. Furnish Provide Bank with the following by submitting to each Lenderthe Financial Statement Repository or otherwise submitting to Bank:
(a) a Borrowing Base Statement (and any schedules related thereto and including any other information reasonably requested by Bank with respect to Borrower’s Accounts) within 120 thirty (30) days after the end of each month;
(b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings for Borrower’ Enterprise Accounts, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) monthly reconciliations of accounts receivable agings for Borrower’ Enterprise Accounts (aged by invoice date), and general ledger;
(c) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month in a form reasonably acceptable to Bank (the “Monthly Financial Statements”), which Monthly Financial Statements shall include a detailed cash report that shows month-end balances for all of the Borrower’s and its Subsidiaries’ Collateral Accounts;
(d) within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement, confirming that, as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks;
(e) as soon as available, and in any event within thirty (30) days after the end of each fiscal quarter of Borrower, a recurring revenue cohort report in a form reasonably acceptable to Bank;
(f) within sixty (60) days after the end of each fiscal year of NWSBorrower, consolidated and contemporaneously with any updates or amendments thereto, (A) annual operating budgets (including income statements, balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing flow statements, by month) for the then current fiscal year of Borrower, and (B) annual financial condition of NWS and its Subsidiaries as of the close of projections for such fiscal year (on a quarterly basis), in each case as approved by the Board, together with any related business forecasts used in the preparation of such annual financial projections;
(g) as soon as available, and in any event within one hundred eighty (180) days following the results end of their operations and cash flows during such Borrower’s fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (provided that such opinion may contain a “going concern” qualification typical for venture backed companies similar to Borrower) on the financial statements from an independent certified public accountants accounting firm reasonably acceptable to Bank, which includes any of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted “Big Four” US accounting principles consistently applied (except for any changes with which such accountants concur in writing)firms;
(bh) within 60 days after in the end of each of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and event that Borrower becomes subject to normal year-end audit adjustments;
the reporting requirements under the Exchange Act within ten (c10) concurrently with any delivery under (a) or (b) above, a certificate days of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);
(e) promptly upon their becoming availablefiling, copies of all regular periodic and periodic other reports, proxy statements and other materials filed by NWS Borrower and/or any Guarantor with the Securities and Exchange CommissionSEC, or any Governmental Authority succeeding to any of or all of the functions of said Commission, the SEC or with any national securities exchange, or distributed to its shareholders, as the stockholders case may be. Documents required to be delivered pursuant to the terms hereof (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 on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of NWS or its Subsidiariesthe posting of any such documents;
(fi) prior to the commencement within ten (10) days of each fiscal year of NWSdelivery, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of all statements, reports and notices made available to Borrower’s security holders or to any other material financial projections and budgets prepared by holders of Subordinated Debt;
(j) prompt report of any legal actions pending or on behalf threatened in writing against Borrower or any of its Subsidiaries that could reasonably be expected to result in a judgment against Borrower or any of its Subsidiaries of, individually or in the Borrowers and approved by the Board of Directors of NWSaggregate, Seven Hundred Fifty Thousand Dollars ($750,000) or more; and
(gk) promptly, from time to time, such other information regarding Borrower or compliance with the operationsterms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, business affairsa Borrowing Base Statement or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, assets Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Statement or other financial condition statement, as applicable, (iii) as of NWS the date of such submission, no Events of Default have occurred or are continuing, (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the date of such submission except as noted in such Compliance Statement, Borrowing Base Statement or other financial statement, as applicable, (v) as of the date of such submission, Borrower and each of its Subsidiaries has timely filed all required tax returns and reports, and Borrower has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.9, and (vi) as of the date of such submission, no Liens have been levied or claims made against Borrower or any Lender may reasonably request including, but of its Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not limited to, monthly accounts receivable aging and inventory schedulespreviously provided written notification to Bank.
Appears in 3 contracts
Samples: Loan and Security Agreement (Upwork Inc.), Loan and Security Agreement (Upwork Inc.), Loan and Security Agreement (Upwork Inc.)
Financial Statements, Reports. Furnish Borrower shall deliver or cause to be delivered to Lender each Lendermonth, a detailed report showing the progress of the Work, the number of reservation deposits for Units made, if any, and the number of sales contracts for Units entered into by Borrower during the immediately preceding month, if any, and the status of all reservation deposits and sales contracts entered into prior thereto, if any. In addition to such progress reports and any other financial statements required to be delivered to Lender pursuant to the provisions of any of the other Loan Documents, Borrower will from time to time furnish to Lender such information and reports, financial and otherwise, concerning Borrower, the performance of the Work and the operation of the Project as Lender reasonably requires, including, without limitation, the following:
(a) within 120 Within ninety days after the end of each fiscal year of NWScalendar year, consolidated balance sheets of NWS and its Subsidiaries and related consolidated compiled financial statements of the Property on a form acceptable to Lender, setting forth the information therein required as of December 31 of the immediately preceding year, containing income and cash flows showing the financial condition of NWS expense statements and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such a balance sheet. The financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, shall be prepared by Borrower in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing);and shall be certified by the chief financial officer of Borrower as fairly and accurately presenting the information contained therein.
(b) within 60 Within ninety days after the end of each calendar year, financial statements and the federal and state income tax returns for Borrower, such financial statements to be on Lender's standard form or another form acceptable to Lender, setting forth the information therein required as of December 31 of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal immediately preceding year, all and certified by a Financial Officer of NWS Borrower as fairly and accurately presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;information contained therein.
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days Within ninety days after the end of each calendar monthyear, detailed cash flow statements for the preceding calendar year, on a Borrowing Base Certificate form acceptable to Lender, for all income producing properties listed on the financial statements of Borrower, certified by a Financial Officer the chief financial officer of each Borrower (which certificate Borrower, as applicable, as fairly and accurately presenting the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulescontained therein.
Appears in 1 contract
Samples: Construction Loan Agreement (Heartland Partners L P)
Financial Statements, Reports. Furnish Borrower shall deliver or cause to be delivered to Lender each Lendermonth, a detailed report showing the progress of the Work, the number of reservation deposits for Units made, if any, and the number of sales contracts for Units entered into by Borrower during the immediately preceding month, if any, and the status of all reservation deposits and sales contracts entered into prior thereto, if any. In addition to such progress reports and any other financial statements required to be delivered to Lender pursuant to the provisions of any of the other Loan Documents, Borrower will from time to time furnish to Lender such information and reports, financial and otherwise, concerning Borrower, Member and Heartland, the performance of the Work and the operation of the Project as Lender reasonably requires, including, without limitation, the following:
(a) within 120 Within ninety days after the end of each fiscal year of NWScalendar year, consolidated balance sheets of NWS and its Subsidiaries and related consolidated compiled financial statements of the Project on a form acceptable to Lender, setting forth the information therein required as of December 31 of the immediately preceding year, containing income and cash flows showing the expense statements and a balance sheet. The financial condition of NWS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied statements shall be prepared by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, independent accounting firm in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing);and shall be certified by the chief financial officer of Borrower as fairly and accurately presenting the information contained therein.
(b) within 60 Within ninety days after the end of each calendar year, financial statements and the federal and state income tax returns for Borrower, Member and Heartland, such financial statements to be on Lender's standard form or another form acceptable to Lender, setting forth the information therein required as of December 31 of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal immediately preceding year, all and certified by a Financial Officer of NWS such Person as fairly and accurately presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;information contained therein.
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days Within ninety days after the end of each calendar monthyear, detailed cash flow statements for the preceding calendar year, on a Borrowing Base Certificate form acceptable to Lender, for all income producing properties listed on the financial statements of Borrower, Member and Heartland, certified by a Financial Officer the chief financial officer of each Borrower (which certificate such Person, as fairly and accurately presenting the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulescontained therein.
Appears in 1 contract
Samples: Construction Loan Agreement (Heartland Partners L P)
Financial Statements, Reports. Furnish to each Lender:
(a) within 120 days after the end of each fiscal year of NWS, consolidated balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as Each of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present (including, in each case, any notes thereto) contained in the Company SEC Reports (the “Company Financial Statements”) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and each presents fairly, in all material respects, the consolidated financial conditionposition, results of operations and cash flows of NWS the Company and its Subsidiariesconsolidated subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein (subject, in accordance with generally accepted accounting principles consistently applied (except for any changes with the case of unaudited statements, to normal and recurring year end adjustments which such accountants concur would not reasonably be expected to be, either individually or in writingthe aggregate, material to the Company and its subsidiaries taken as a whole);. The most recent unaudited balance sheet of the Company contained in the Company SEC Reports as of October 31, 2007 is hereinafter referred to as the “Company Balance Sheet” and the date thereof is hereinafter referred to as the “Company Balance Sheet Date.”
(b) within 60 days Since August 1, 2005, the Company has filed, and subsequent to the date hereof, will timely file, all reports, registrations and statements, together with any amendments required to be made with respect thereto, that were and are required to be filed with the SEC, including Forms 10-K, Forms 10-Q and Forms 8-K (collectively, the “Company SEC Reports”). As of their respective dates, the Company SEC Reports complied and, with respect to filings made after the end date of each this Agreement, will at the date of filing comply, in all material respects, with the Securities Act or the Exchange Act, as the case may be, and did not contain and, with respect to filings made after the date of this Agreement, will not at the date of filing contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the first three fiscal quarters circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent, Purchaser or their respective subsidiaries for inclusion in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as Company SEC Reports. None of the close Company’s subsidiaries is or has been required to file any form, report or other document with the SEC or any state securities authority. The Company has made all certifications and statements required by Sections 302 and 906 of such quarter the Sarbanes Oxley Act of 2002 and the results of their operations related rules and cash flows for such quarter and regulations promulgated thereunder with respect to the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered Company’s filings pursuant to (a) above and subject to normal year-end audit adjustments;the Exchange Act.
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying The Company (i) has established and maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that no Event material information relating to the Company, including its consolidated subsidiaries, that is required to be disclosed by the Company in the reports it files under the Exchange Act is made known to its principal executive officer and principal financial officer or other appropriate members of Defaultmanagement as appropriate to allow timely decisions regarding required disclosure; (ii) has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that is designed to be sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP; (iii) with the participation of the Company’s principal executive and financial officers, completed an assessment of the effectiveness of the Company’s internal controls over financial reporting in compliance with the requirements of Section 404 of the Sxxxxxxx-Xxxxx Act for the year ended July 31, 2007, and such assessment concluded that such internal controls were effective using the framework specified in the Company’s Annual Report on Form 10-K for such year; and (iv) to the extent required by applicable Laws, disclosed in such report or in any amendment thereto any change in the Company’s internal control over financial reporting that occurred during the period covered by such report or amendment that has materially affected, or event is reasonably likely to materially affect, the Company’s internal control over financial reporting.
(d) The Company has disclosed, based on the most recent quarterly evaluation of internal control over financial reporting, to the Company’s auditors and audit committee of the Company’s board of directors (i) any significant deficiency or condition which with notice material weakness within the knowledge of the Company in the design or lapse operation of time or both would constitute an Event of Defaultinternal control over financial reporting that is reasonably likely to adversely affect the Company’s ability to record, has occurred orprocess, if such an Event of Default or event or condition has 90 occurredsummarize and report financial information, specifying the nature and extent thereof and (ii) setting forth computations any fraud, whether or not material, that involves management or other employees who have a significant role in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);Company’s internal control over financial reporting.
(e) promptly upon their becoming availableThere are no pending (i) formal or, copies to the knowledge of all regular and periodic reportsthe Company, proxy informal investigations of the Company by the SEC, (ii) to the knowledge of the Company, inspections of an audit of the Company’s financial statements and other materials filed by NWS with the Securities and Exchange CommissionPublic Company Accounting Oversight Board or (iii) investigations by the audit committee of the Company’s board of directors regarding any complaint, allegation, assertion or claim that the Company or any Governmental Authority succeeding to any of its subsidiaries has engaged in improper or all the functions of said Commission, illegal accounting or with any national securities exchange, auditing practices or distributed to the stockholders of NWS maintains improper or its Subsidiaries;inadequate internal accounting controls.
(f) prior Except as has not had and would not reasonably be expected to have, either individually or in the commencement aggregate, a Company Material Adverse Effect, neither the Company nor any of each fiscal year its subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among the Company and any of NWSits subsidiaries, financial projections for on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Exchange Act)), where the result, purpose or effect of such fiscal year certified by a Financial Officer Contract is to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its subsidiaries in the Company’s or any of its subsidiaries published financial statements or other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; andCompany SEC Reports.
(g) promptlyThe Company has good and marketable title to the marketable securities that are included as current assets in the unaudited balance sheet of the Company as of October 31, from time to time2007 free and clear of all Liens. Such marketable securities are stated at their fair market value in accordance with GAAP. As of the date of this Agreement, the Company has not disposed of (other than in the ordinary course of business), nor there has been any material decrease in the aggregate fair market value of, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulesmarketable securities since such date.
Appears in 1 contract
Financial Statements, Reports. Furnish Etc. Deliver to each LenderBank:
(a) within 120 as soon as available but not later than forty-five (45) days after the end close of each fiscal year quarter of NWSeach Fiscal Year, the consolidated and consolidating balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing the financial condition of NWS Borrower and its Subsidiaries as of the close of such fiscal year quarter, and the results Borrower and its Subsidiaries' consolidated and consolidating statements, statements of their operations income and retained earnings and changes in financial position or statement of cash flows during flow of such fiscal yearquarter and that portion of the Fiscal Year ending with such quarter, all audited prepared in accordance with GAAP, consistently applied, certified by Coopers & Lybrxxx X.X.P. or other independent certified public accountants the chief financial officer of recognized national standing the Borrower as being complete and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to correct and fairly presenting the effect that such Borrower's financial statements fairly present the financial condition, condition and results of operations as of the end of such quarter and cash flows for that portion of NWS the Fiscal Year ending with such quarter, accompanied by a statement from the chief financial officer of the Borrower stating that as of the end of such quarter no Default or Event of Default existed or, if such did exist, a statement describing such Default or Event of Default and its Subsidiaries, in accordance the action the Borrower is taking or proposes to take with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing)respect thereto;
(b) as soon as available but not later than ninety (90) days after the close of each Fiscal Year, the Borrower and its Subsidiaries' Consolidated balance sheets as of the close of such year, and Consolidated statements, statements of income and retained earnings and changes in financial position or statement of cash flow for such year, prepared in accordance with GAAP, consistently applied, together with the notes thereon and the report of the Independent Public Accountant thereon, audited and reported on by an Independent Public Accountant. Such auditor's report shall state that the Consolidated statements present fairly the financial position of the Borrower and its Subsidiaries in accordance with GAAP, consistently applied, and shall be free from exceptions, reservations or qualifications as a result of which the auditor is unable to conclude that the financial statements fairly present or adequately disclose the financial condition of the Borrower and its Subsidiaries and shall not be limited because of restricted or limited access by such auditor to any material portion of the Borrower's or any of its Subsidiaries' records and shall be accompanied by a statement from such auditor that during the examination no Default or Event of Default came to their attention. Such report shall also be accompanied by a certificate from the chief financial officer of the Borrower stating that as of the end of such year no Default or Event of Default existed or, if such did exist, a statement describing such Default or Event of Default and the action the Borrower has taken or proposes to take with respect thereto;
(c) promptly upon receipt thereof, any management letters provided to the Borrower by the Independent Public Accountant containing any reference to any inadequacy, defect, problem, qualification or other lack of satisfactory accounting controls utilized by the Borrower or any of its Subsidiaries;
(d) promptly provide the Bank with copies of all 10-Q reports, 10-K reports, and other information submitted to the Securities and Exchange Commission and concurrently with any 10-Q reports or 10-K reports, Borrower's chief financial officer shall submit a certificate stating that the Borrower is in compliance with all terms and conditions of this Agreement, or if the Borrower is not in compliance, the nature of such noncompliance and the plan of the Borrower to cure such noncompliance;
(e) within 60 forty-five (45) days after the end of each calendar quarter, a Compliance Certificate in the form of Exhibit "G" delivered for each calendar quarter. The Agent shall promptly deliver a photocopy of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, Compliance Certificate when received to all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;Banks.
(cf) concurrently with such other statements or reports as the Agent or any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying Bank acting through the nature Agent may reasonably request in form and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulesAgent.
Appears in 1 contract
Financial Statements, Reports. Furnish to each Lender:
(a) Borrower shall deliver to Agent and Lenders (i) as soon as available and in any event within 120 30 days after the end of each fiscal year month, unaudited consolidated (and if available, consolidating) balance sheets, statements of NWS, consolidated balance sheets income or operations and cash flow statements of NWS Borrower and its Subsidiaries as of the end of such fiscal month and related consolidated statements that portion of income and cash flows showing the financial condition of NWS and its Subsidiaries fiscal year ending as of the close of such fiscal year month, in a form acceptable to Agent and the results of their operations certified by Borrower’s president, chief executive officer or chief financial officer, (ii) as soon as available and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing);
(b) event within 60 45 days after the end of each of the first three fiscal quarters in each fiscal year of NWSquarter, unaudited consolidated (and if available, consolidating) balance sheets and related sheets, statements of income or operations and cash flows showing the financial condition flow statements of NWS Borrower and its Subsidiaries as of the close end of such fiscal quarter and the results of their operations and cash flows for such quarter and the then elapsed that portion of the fiscal yearyear ending as of the close of such fiscal quarter, all in a form acceptable to Agent and certified by a Financial Officer of NWS as fairly presenting the Borrower’s president, chief executive officer or chief financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof officer and (iiiii) setting forth computations as soon as available and in reasonable detail satisfactory to the Administrative Agent demonstrating any event within ninety (x90) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days days after the end of each calendar monthfiscal year, audited consolidated (and if available, consolidating) balance sheets, statements of income or operations and cash flow statements of Borrower and its Subsidiaries as of the end of such fiscal year, together with a Borrowing Base Certificate report of an independent certified by public accounting firm reasonably acceptable to Agent and Requisite Lenders, which report shall contain an unqualified opinion stating that such audited financial statements fairly present in all material respects the financial position of Borrower and its Subsidiaries for the periods indicated therein in conformity with GAAP applied on a Financial Officer basis consistent with prior years without qualification as to the scope of each Borrower the audit or as to going concern and without any similar qualification. All such financial statements shall be prepared in accordance with GAAP (which certificate subject, in the Lenders shall have case of unaudited financial statements, to the right to auditabsence of footnotes and normal year end audit adjustments);.
(eb) promptly upon their becoming availableConcurrently with the delivery of the financial statements specified in this Section 6.3, Borrower shall deliver to Agent and Lenders a compliance certificate, signed by the chief financial officer of Borrower, in the form attached hereto as Exhibit B.
(c) Borrower shall deliver to Agent and Lenders (i) copies of all regular statements, reports and periodic reportsnotices made available generally by any Loan Party to the holders of its Stock or Stock Equivalents or to any holders of Subordinated Indebtedness, proxy statements all notices sent to any Loan Party by the holders of such Subordinated Indebtedness, and other materials all documents filed by NWS with the Securities and Exchange Commission, SEC or any securities exchange or Governmental Authority succeeding exercising a similar function, promptly (but in any event within three (3) days) after delivering or receiving such information to any of or all from such Persons, (ii) an annual operating plan for Borrower, on a consolidated (and if available, consolidating) basis, for the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each current fiscal year of NWS, financial projections for within ten (10) days after such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and plan is approved by the Board of Directors of NWS; and
Borrower (gbut in any event not later than forty-five (45) promptlydays after the end of the immediately preceding fiscal year of Borrower), from time to timeand (iii) such budgets, such sales projections, or other business, financial, corporate affairs and other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as Agent or any Lender may reasonably request includingfrom time to time. Notwithstanding anything herein to the contrary, but not limited todocuments required to be delivered pursuant to this Section 6.3 may be delivered by (x) electronic mail in accordance with Section 10.2 or (y) Borrower posting such documents, monthly accounts receivable aging or providing a link thereto, on Borrower's website on the Internet at wxx.xxxxxxx.xxx, and inventory schedulessuch documents shall be deemed delivered in the case of clause (y) on the date on which Agent receives written notification of such posting (which notification may be made by electronic mail in accordance with Section 10.2).
Appears in 1 contract
Samples: Loan and Security Agreement (Navidea Biopharmaceuticals, Inc.)
Financial Statements, Reports. Furnish Borrower shall deliver or cause to be delivered to Administrative Agent each Lendermonth, a detailed report showing the progress of the Work. In addition to such progress reports and any other financial statements required to be delivered to Administrative Agent pursuant to the provisions of any of the other Loan Documents, Borrower will furnish the following to Administrative Agent:
(a) after the Construction Completion Date, within 120 one hundred twenty (120) days after the end of each fiscal year (or more frequently upon receipt of NWSwritten request from Administrative Agent), consolidated balance sheets of NWS and its Subsidiaries and related consolidated (i) financial statements of Borrower on a form reasonably acceptable to Administrative Agent, containing income and expense statements and a balance sheet, and (ii) the personal financial statement of each Guarantor on Administrative Agent’s standard form or another form reasonably acceptable to Administrative Agent that shall include a detailed real estate schedule, cash flows showing flow statement and a schedule of contingent liabilities, certified by the financial condition of NWS applicable Guarantor as fairly and its Subsidiaries as of accurately presenting the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such information contained therein. The financial statements shall be certified by Borrower as fairly present and accurately presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing);information contained therein.
(b) By February 15, 2018 and August 15, 2018, an executed Compliance Certificate from Borrower which shall be certified by Borrower as fairly and accurately presenting the information contained therein.
(c) Starting with August 15, 2016, by February 15 and August 15 of each year, compliance certificates with respect to each Guarantor’s net worth and liquidity in such form and content as may be reasonably required by Administrative Agent together with copies of statements demonstrating the unencumbered liquid assets of each Guarantor, all of which shall be certified by the particular Guarantor as fairly and accurately presenting the information contained therein.
(d) Within thirty (30) days after the filing thereof (but not later than May 15 unless proper extension requests have been filed and copies of such extensions have been delivered to Administrative Agent by May 15, in which case this May 15 date shall automatically be changed to November 30), copies of the federal and state income tax returns for each Obligor, together with all supporting schedules.
(e) After a certificate of occupancy has been issued for the Project, within 60 fifteen (15) days after the end of each of the first three fiscal quarters in each fiscal year of NWScalendar quarter, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Defaulta rent roll covering all Leases which shall be certified by Borrower as fairly and accurately presenting the information contained herein, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations a quarterly leasing report for the Project in reasonable detail satisfactory a form acceptable to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate as fairly and accurately presenting the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;information contained therein.
(f) prior In addition to such the foregoing and any other financial statements required to be delivered to Administrative Agent pursuant to the commencement provisions of any of the other Loan Documents, Borrower will, upon receipt (on each fiscal year occasion) of NWSwritten request from Administrative Agent furnish to Administrative Agent such information and reports, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate and otherwise, concerning each Obligor, the performance of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair Work and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf the operation of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, Project as Administrative Agent reasonably requires from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedules.,
Appears in 1 contract
Samples: Construction Loan and Security Agreement (Bluerock Residential Growth REIT, Inc.)
Financial Statements, Reports. Furnish to each Lender:
(a) within 120 days after True and complete copies of the end Financial Statements are set forth on Schedule 3.6(a). The Financial Statements were prepared from the books and records of each fiscal year of NWSFinance Company, consolidated and the balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing Finance Company included in the financial condition of NWS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal year, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements Financial Statements fairly present the financial condition, results position of operations Finance Company as of the dates thereof and the statements of earnings and retained earnings and of cash flows of NWS Finance Company included in the Financial Statements fairly present the results of operations, changes in stockholder's equity and its Subsidiarieschanges in financial position, as the case may be, of Finance Company for the periods set forth therein (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material in amount or effect), in each case in accordance with generally accepted accounting principles.
(b) Except as set forth in Section 3.6(b) Finance Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) which are not reflected on the balance sheet dated as of September 30, 1996 included in the Financial Statements other than such indebtedness, obligations or liabilities as were incurred in the ordinary and usual course of business consistent with past practices since September 30, 1996 and which either will be repaid or discharged prior to the Closing or reflected on the Closing Date Balance Sheet.
(c) Schedule 3.6(c) contains (i) a Statement of Cash Flows in the aggregate (by month) as of September 30, 1996, with respect to all Financing Contracts and (ii) a Statement of Cash Flows in the aggregate (by month) as of November 30, 1996, with respect to all Financing Contracts. Such Statements of Cash Flows shall contain a reconciliation of the aggregate Gross Receivable amount reflected on such Statement of Cash Flows to the amount reflected on the balance sheet of Finance Company as of such dates included in the Financial Statements. Such Statements of Cash Flows are true and correct as of such dates and in accordance with the books and records of Finance Company.
(d) Schedule 3.6(d) contains the following information as of November 30, 1996 with respect each Financing Contract in existence on such date: (i) a Statement of Cash Flows, (ii) a general description of the Portfolio Property which is subject thereof or governed thereby, (iii) the remaining term thereof, (iv) the maturity date and frequency and aggregate amount of remaining scheduled payments of rent or of principal and interest thereunder (net of any property, sales, use or similar Taxes thereon), (v) the name and address of the Obligor thereunder and Finance Company's internal account number therefore, (vi) the Residual, if any, of the applicable Portfolio Property, (vii) the terms of any purchase options in favor of the Obligor or any other Person, (viii) the amount of any security deposit and advance rents or other advance payments or other prepaid amounts thereunder, (ix) the classification thereof as a lease or as a loan for income tax purposes on the books of Finance Company, (x) the original tax basis, and tax depreciation method elected by Finance Company in the case of any Financing Contract under which Finance Company is treated as the owner of the Portfolio Property subject to or governed by such Financing Contract for federal income tax purposes and (xi) with respect to any Financing Contract which is reflected on the books and records of Finance Company as (A) an operating lease (for financial accounting purposes), Finance Company's original equipment cost (as used by Finance Company) and the accumulated depreciation therefore, or (B) a finance lease (for financial accounting purposes), the Net Receivable thereof. The information set forth on Schedule 3.6(d) is true and correct and in accordance with the books and records of Finance Company.
(e) Seller has furnished to Purchaser an accurate and complete copy of each registration statement, report and proxy statement filed by Finance Company with the SEC since December 31, 1993 (the "Finance Company SEC Documents"). Since December 31, 1993, Finance Company has filed all required forms, reports and documents required to be filed by it pursuant to the Securities Act and the Exchange Act and the rules and regulations thereunder. The Finance Company SEC Documents, including without limitation any financial statements or schedules included therein, when filed, (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied in all material respects with the applicable requirements of the Securities Act and the Exchange Act, as the case may be, and the applicable rules and regulations thereunder. Other than as disclosed in filings by Finance Company with the SEC, the financial statements of Finance Company (including the related notes thereto) included in the Finance Company SEC Documents comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied on a consistent basis during the periods involved (except for any changes with which as may be indicated in such accountants concur financial statements or in writing);
(b) within 60 days after the end of each notes thereto or, in the case of the first three fiscal quarters unaudited financial statements, as permitted by the requirements of Form 10-Q) and fairly present in each fiscal year accordance with such generally accepted accounting principles (subject, in the case of NWSthe unaudited statements, unaudited to normal recurring audit adjustments) the consolidated balance sheets and related statements financial position of income and cash flows showing the financial condition of NWS Finance Company and its Subsidiaries consolidated subsidiaries as of at the close of such quarter dates thereof and the consolidated results of their operations and cash flows for such quarter and the periods then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulesended.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ziegler Leasing Corp /Wi)
Financial Statements, Reports. Furnish As applicable, the Borrower shall furnish or cause to each Lender:
be furnished to Lender the following: (ai) within 120 days after the end on or before July 30th of each year for the fiscal year of NWSmost recently ended, consolidated the annual financial statements with respect to Borrower and Guarantor and the Property showing Borrower’s and Guarantor’s balance sheets of NWS sheet and its Subsidiaries and related consolidated statements of income and cash flows showing expense statement and the financial condition of NWS annual rent roll, other income, and its Subsidiaries as the detailed operating expenses of the close of such fiscal year and the results of their operations and cash flows during such fiscal yearProperty, all audited prepared by Coopers & Lybrxxx X.X.P. Guarantor’s chief financial officer or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, designee in accordance with generally accepted accounting principles consistently applied applied; (except for any changes with which such accountants concur in writing);
(bii) within 60 forty-five (45) days after the end of each fiscal quarter of Borrower, the balance sheet and income and expense statement for the fiscal quarter most recently ended with respect to Borrower and Guarantor and the Property in such detail as Lender may reasonably require; (iii) for 2013 and all subsequent years, as soon as available and not later than thirty (30) days after the due date thereof, copies of all federal and State returns of:
(1) Borrower if Borrower files its own tax returns or (2) the entity in whose tax returns Borrower is included for tax reporting purposes, in either case together with all supporting schedules; (iv) for 2014 and all subsequent years, as soon as available and not later than 30 days after the due date thereof, copies of all federal and State tax returns filed by Guarantor, together with all supporting schedules; (v) such other information as to Borrower, the Guarantor and the Property as Lender may reasonably require from time to time, all in such form and detail as Lender may require; and (vi) such financial and other information with respect to tenants and prospective tenants of any part of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets Property as Lender may reasonably require from time to time as available to Borrower and related statements of income and cash flows showing Guarantor. Borrower shall be deemed to have satisfied the financial condition delivery requirements of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying subsections (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations herein above if Guarantor’s annual report on Form 10-K or quarterly reports on Form 10-Q, as applicable, prepared in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance accordance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio rules of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding have been posted to any of or all EXXXX within the functions of said Commissionforegoing time frames, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for and Borrower has notified Lender that such fiscal year certified by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulesreport is available through EXXXX.
Appears in 1 contract
Samples: Term Loan and Security Agreement (Techprecision Corp)
Financial Statements, Reports. Furnish to each Lender:
(a) As soon as available, and in any event within 120 one hundred eighty (180) days after the close of Debtor’s fiscal year, Debtor shall furnish Lender with (i) company prepared unaudited financial statements of Debtor, setting forth the balance sheet and the statement of income and cash flow of Debtor for such year, in each case in comparative form to the figures for the previous fiscal year all in reasonable detail and prepared in accordance with sound and consistently applied accounting principles and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance, and (ii) a current rent roll and delinquency report of all Leases of the Debtor’s Homes, all in reasonable detail and certified as true and correct in all material respects by the manager of Debtor, all as acceptable to Lender in form and substance. As soon as available, and in any event within thirty (30) days of when such were due to be filed (or within thirty (30) days after the last date of any extension period, if applicable), Debtor shall furnish Lender with a copy of all tax returns (including all schedules and statements) of Debtor. Borrower shall also furnish to Lender such additional financial information as may be reasonably requested by Xxxxxx from time to time.
(b) As soon as available, and in any event within thirty (30) days after the end of each fiscal year calendar quarter, Debtor shall furnish Lender the following: (i) company prepared unaudited financial statements of NWSDebtor, consolidated setting forth the balance sheets of NWS sheet and its Subsidiaries and related consolidated statements the statement of income and cash flows showing the financial condition flow of NWS and its Subsidiaries as of the close of Debtor for such fiscal year and the results of their operations and cash flows during such fiscal yearcalendar quarter, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) each case in comparative form to the effect that such financial statements fairly present figures for the financial condition, results of operations previous calendar quarter all in reasonable detail and cash flows of NWS and its Subsidiaries, prepared in accordance with generally accepted sound and consistently applied accounting principles consistently applied (except for any changes with which such accountants concur and certified as true and correct in writing);
(b) within 60 days after all material respects by the end manager of each of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal yearDebtor, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations acceptable to Lender in form and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof substance; and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating (x) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days after the end of each calendar month, a Borrowing Base Certificate certified by a Financial Officer of each Borrower (which certificate the Lenders shall have the right to audit);
(e) promptly upon their becoming available, copies rent roll of all regular and periodic reports, proxy statements and other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to the stockholders of NWS or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified by a Financial Officer to represent a good faith estimate Leases of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair Debtor’s Homes, and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request includingrequire all certified as true and correct in all material respects by the manager of Borrower, but not limited to, monthly accounts receivable aging all as acceptable to Lender in form and inventory schedulessubstance.
Appears in 1 contract
Samples: Security Agreement (Manufactured Housing Properties Inc.)
Financial Statements, Reports. Furnish At Administrative Agent’s request, Borrower shall deliver or cause to be delivered to Administrative Agent each Lendermonth, a detailed report showing the progress of the Work for each Project. In addition to such progress reports and any other financial statements required to be delivered to Administrative Agent pursuant to the provisions of any of the other Loan Documents, Borrower will from time to time furnish to Administrative Agent such information and reports, financial and otherwise, concerning each Obligor, the performance of the Work for each Property and the operation of each Project as Administrative Agent reasonably requires, including, without limitation, the following:
(ai) Within one hundred twenty (120) days after the end of each calendar year, and (ii) within 120 sixty (60) days after the end of each calendar quarter, financial statements for the Payment and Completion Guarantor, such financial statements to be (A) on a form reasonably acceptable to Administrative Agent, (B) in reasonable detail; (C) prepared in accordance with generally accepted accounting principals consistently applied; (D) accompanied by supporting schedules, including, without limitation, all real estate schedules; (E) certified by the Payment and Completion Guarantor as true, correct and complete and as fairly and accurately presenting the information contained therein; and (F) for annual statements, certified by a certified public accountant of recognized standing acceptable to Administrative Agent and, for quarterly statements, certified by the Property and Completion Guarantor as fairly and accurately presenting the information contained therein. Administrative Agent hereby acknowledges and agrees that a copy of the annual audit report and/or the quarterly financials, as applicable, filed by the Payment and Completion Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements.
(b) Within sixty (60) days of the filing thereof (but not later than May 15 unless proper extension requests have been filed and copies delivered to Administrative Agent within ten (10) days of the extended filing date), copies of the federal and state income tax returns for each Obligor, together with all supporting schedules.
(c) Within sixty (60) days of the end of each calendar quarter, compliance certificates from the Payment and Completion Guarantor in accordance with the terms of the Payment and Completion Guaranty evidencing the Payment and Completion Guarantor’s compliance with the financial covenants set forth therein.
(d) Upon substantial completion of the Project, (i) within thirty (30) days after the end of each fiscal year of NWSquarter, consolidated balance sheets of NWS and its Subsidiaries and related consolidated statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such fiscal year and the results of their operations and cash flows during such fiscal yearan operating statement for each Project, all audited by Coopers & Lybrxxx X.X.P. or other independent certified public accountants of recognized national standing and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such financial statements fairly present the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles consistently applied (except for any changes with which such accountants concur in writing);
(b) within 60 days after the end of each of the first three fiscal quarters in each fiscal year of NWS, unaudited consolidated balance sheets and related statements of income and cash flows showing the financial condition of NWS and its Subsidiaries as of the close of such quarter and the results of their operations and cash flows for such quarter and the then elapsed portion of the fiscal year, all certified by a Financial Officer of NWS as fairly presenting the financial condition, results of operations and cash flows of NWS and its Subsidiaries, in accordance with generally accepted accounting principles applied consistently with those used in preparing the statements delivered pursuant to (a) above and subject to normal year-end audit adjustments;
(c) concurrently with any delivery under (a) or (b) above, a certificate of a Financial Officer of NWS certifying (i) that no Event of Default, or event or condition which with notice or lapse of time or both would constitute an Event of Default, has occurred or, if such an Event of Default or event or condition has 90 occurred, specifying the nature and extent thereof and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating within fifteen (x15) compliance with the covenants contained in Sections 6.14, 6.15, 6.17 and 6.18 and (y) the ratio of Adjusted Indebtedness to Consolidated Cash Flow Available for Fixed Charges for purposes of determining the Applicable Margin;
(d) within 12 Business Days days after the end of each calendar month, a Borrowing Base Certificate lease status report for each Project, each such delivery to be (A) in a form reasonably acceptable to Administrative Agent, (B) in reasonable detail; (C) prepared in accordance with sound accounting principals consistently applied; and (D) certified by a Financial Officer of each Borrower (which certificate as fairly and accurately presenting the Lenders shall have the right to audit);information contained therein.
(e) promptly upon their becoming availableUpon request from Administrative Agent, copies of all regular leasing updates, general building information, projected tax expenses, tax information, applicable market data, and periodic reports, proxy statements and any other materials filed by NWS with the Securities and Exchange Commission, or any Governmental Authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed information related to the stockholders of NWS Obligors or its Subsidiaries;
(f) prior to the commencement of each fiscal year of NWS, financial projections for such fiscal year certified Project as deemed reasonably necessary by a Financial Officer to represent a good faith estimate of the Borrowers' performance for such fiscal year based upon assumptions set forth therein believed to be fair and reasonable in light of current business conditions; and copies of any other material financial projections and budgets prepared by or on behalf of the Borrowers and approved by the Board of Directors of NWS; and
(g) promptly, from time to time, such other information regarding the operations, business affairs, assets and financial condition of NWS and its Subsidiaries as any Lender may reasonably request including, but not limited to, monthly accounts receivable aging and inventory schedulesAdministrative Agent.
Appears in 1 contract
Samples: Construction Loan and Security Agreement (Campus Crest Communities, Inc.)
