Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC: (1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments); (2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC; (3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A); (4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto; (5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange; (6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto; (7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and (8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 5 contracts
Samples: Closing Certificate and Agreement (Lam Research Corp), Closing Certificate and Agreement (Lam Research Corp), Closing Certificate and Agreement (Lam Research Corp)
Financial Statements; Required Notices; Certificates. Except as otherwise described in Prior to the next subparagraph, prior to Completion Date and throughout the Term of the Lease, LRC NAI will deliver to BNPPLCBNPPLC and to each Participant of which NAI has been notified:
(1) as soon as available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC NAI (subject to normal year-end adjustments); provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (1) if NAI delivers to BNPPLC the same quarterly reports, certified by a Responsible Financial Officer of NAI (subject to year-end adjustments), that NAI delivers to its shareholders;
(2) as soon as available and in any event within 120 ninety days after the end of each fiscal year of LRCNAI, the consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC; provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (ii) if NAI delivers to BNPPLC the same annual report and report and opinion of accountants that NAI delivers to its shareholders;
(3) in each case if requested in writing by BNPPLC, together with the financial statements furnished in accordance with subparagraph 2(D)(1) or and 2(D)(2), a certificate of a Responsible Financial Officer of LRC NAI in the form of certificate attached hereto as Exhibit C B (a) representing that no Event of Default or material Default by LRC NAI has occurred (or, if an Event of Default or material Default by LRC NAI has occurred, stating the nature thereof and the action which LRC NAI has taken or proposes to take to rectify it), and (b) confirming stating that LRC the representations and warranties by NAI contained herein are true and complete in all material respects on and as of the date of such certificate as though made on and as of such date, and (c) setting forth calculations which show whether NAI is complying with the financial covenant covenants set forth in subparagraph 3(A3(C);
(4) as soon as possible and in any event within five Business Days days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRCNAI, a statement of LRC NAI setting forth details of such Event of Default or material Default and the action which LRC NAI has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC NAI or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC NAI or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC NAI knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC NAI describing such ERISA Termination Event and the action, if any, which LRC NAI proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default Default exists under the Operative Documents or specifying each such defaultDefault; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a prospective Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, Participant through BNPPLC, BNPPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic readily available format) on LRCone of NAI’s internet website websites at wxx.xxxxx.xxx xxx.xxxxxx.xxx or xxx.xxxxxxxxx.xxxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxxxxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 4 contracts
Samples: Closing Certificate and Agreement (NetApp, Inc.), Closing Certificate and Agreement (NetApp, Inc.), Closing Certificate and Agreement (NetApp, Inc.)
Financial Statements; Required Notices; Certificates. Except as otherwise described in Prior to the next subparagraph, prior to Completion Date and throughout the Term of the Lease, LRC NAI will deliver to BNPPLCBNPPLC and to each Participant of which NAI has been notified:
(1) as soon as available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC NAI (subject to normal year-end adjustments); provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (1) if NAI delivers to BNPPLC the same quarterly reports, certified by a Responsible Financial Officer of NAI (subject to year-end adjustments), that NAI delivers to its shareholders;
(2) as soon as available and in any event within 120 ninety days after the end of each fiscal year of LRCNAI, the consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC; provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (ii) if NAI delivers to BNPPLC the same annual report and report and opinion of accountants that NAI delivers to its shareholders;
(3) in each case if requested in writing by BNPPLC, together with the financial statements furnished in accordance with subparagraph 2(D)(1) or and 2(D)(2), a certificate of a Responsible Financial Officer of LRC NAI in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC NAI has occurred (or, if an Event of Default or material Default by LRC NAI has occurred, stating the nature thereof and the action which LRC NAI has taken or proposes to take to rectify it), and (b) confirming stating that LRC the representations and warranties by NAI contained herein are true and complete in all material respects on and as of the date of such certificate as though made on and as of such date, and (c) setting forth calculations which show whether NAI is complying with the financial covenant covenants set forth in subparagraph 3(A3(B);
(4) as soon as possible and in any event within five Business Days days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRCNAI, a statement of LRC NAI setting forth details of such Event of Default or material Default and the action which LRC NAI has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC NAI or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC NAI or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC NAI knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC NAI describing such ERISA Termination Event and the action, if any, which LRC NAI proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a prospective Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, Participant through BNPPLC, BNPPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic readily available format) on LRCone of NAI’s internet website websites at wxx.xxxxx.xxx wxx.xxxxxx.xxx or wxx.xxxxxxxxx.xxxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 2 contracts
Samples: Closing Certificate and Agreement (Network Appliance Inc), Closing Certificate and Agreement (Network Appliance Inc)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the Lease, LRC NAI will deliver to BNPPLCBNPPLC and to each Participant of which NAI has been notified:
(1) as soon as available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC NAI (subject to normal year-end adjustments); provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (1) if NAI delivers to BNPPLC the same quarterly reports, certified by a Responsible Financial Officer of NAI (subject to year-end adjustments), that NAI delivers to its shareholders;
(2) as soon as available and in any event within 120 ninety days after the end of each fiscal year of LRCNAI, the consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC; provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (ii) if NAI delivers to BNPPLC the same annual report and report and opinion of accountants that NAI delivers to its shareholders;
(3) in each case if requested in writing by BNPPLC, together with the financial statements furnished in accordance with subparagraph 2(D)(1) or and 2(D)(2), a certificate of a Responsible Financial Officer of LRC NAI in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC NAI has occurred (or, if an Event of Default or material Default by LRC NAI has occurred, stating the nature thereof and the action which LRC NAI has taken or proposes to take to rectify it), and (b) confirming stating that LRC the representations and warranties by NAI contained herein are true and complete in all material respects on and as of the date of such certificate as though made on and as of such date, and (c) setting forth calculations which show whether NAI is complying with the financial covenant covenants set forth in subparagraph 3(A3(C);
(4) as soon as possible and in any event within five Business Days days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRCNAI, a statement of LRC NAI setting forth details of such Event of Default or material Default and the action which LRC NAI has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC NAI or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC NAI or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC NAI knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC NAI describing such ERISA Termination Event and the action, if any, which LRC NAI proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default Default exists under the Operative Documents or specifying each such defaultDefault; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a prospective Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, Participant through BNPPLC, BNPPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic readily available format) on LRCone of NAI’s internet website websites at wxx.xxxxx.xxx wxx.xxxxxx.xxx or wxx.xxxxxxxxx.xxxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 2 contracts
Samples: Closing Certificate and Agreement (Network Appliance Inc), Closing Certificate and Agreement (Network Appliance Inc)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Land Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113(a)(i) or 2(D)(2and 13(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Land Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes to take to rectify it)with respect thereto, and (bii) confirming certifying that LRC is complying with the financial covenant representations of NAI set forth in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified true and correct in full effect (all material respects as of the date thereof as though made on and as of the date thereof or, if there have been modificationsnot then true and correct, that the Operative Documents a brief statement as to why such representations are in full effect as modifiedno longer true and correct, and setting forth such modifications(iii) and either stating that (to with computations demonstrating compliance with the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (covenants contained in Schedule 1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.;
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in Prior to the next subparagraph, prior to Completion Date and throughout the Term of the Lease, LRC NAI will deliver to BNPPLCBNPPLC and to each Participant of which NAI has been notified:
(1) as soon as available and in any event within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC NAI (subject to normal year-end adjustments); provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (1) if NAI delivers to BNPPLC the same quarterly reports, certified by a Responsible Financial Officer of NAI (subject to year-end adjustments), that NAI delivers to its shareholders;
(2) as soon as available and in any event within 120 ninety days after the end of each fiscal year of LRCNAI, the consolidated balance sheet of LRC NAI and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC NAI and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC; provided, that so long as NAI is a company subject to the periodic reporting requirements of Section 12 of the Securities Exchange Act of 1934, as amended, NAI will be deemed to have satisfied its obligations under this clause (ii) if NAI delivers to BNPPLC the same annual report and report and opinion of accountants that NAI delivers to its shareholders;
(3) in each case if requested in writing by BNPPLC, together with the financial statements furnished in accordance with subparagraph 2(D)(1) or and 2(D)(2), a certificate of a Responsible Financial Officer of LRC NAI in the form of certificate attached hereto as Exhibit C B (a) representing that no Event of Default or material Default by LRC NAI has occurred (or, if an Event of Default or material Default by LRC NAI has occurred, stating the nature thereof and the action which LRC NAI has taken or proposes to take to rectify it), and (b) confirming stating that LRC the representations and warranties by NAI contained herein are true and complete in all material respects on and as of the date of such certificate as though made on and as of such date, and (c) setting forth calculations which show whether NAI is complying with the financial covenant covenants set forth in subparagraph 3(A3(B);
(4) as soon as possible and in any event within five Business Days days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRCNAI, a statement of LRC NAI setting forth details of such Event of Default or material Default and the action which LRC NAI has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC NAI or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC NAI or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC NAI knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC NAI describing such ERISA Termination Event and the action, if any, which LRC NAI proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a prospective Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, Participant through BNPPLC, BNPPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will shall be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic readily available format) on LRCone of NAI’s internet website websites at wxx.xxxxx.xxx wxx.xxxxxx.xxx or wxx.xxxxxxxxx.xxxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 1 contract
Samples: Closing Certificate and Agreement (Network Appliance Inc)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout ---------------------------------------------------- the Term of the this Buildings 1&2 Lease, LRC will Zhone shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of Zhone, a consolidated balance sheet of Zhone and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of Zhone and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by Zhone, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCZhone, the unaudited consolidated balance sheet of LRC Zhone and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC Zhone and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC Zhone (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout the Term of the Lease, LRC will deliver to BNPPLC:
(1) as soon as available and in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of LRC, the unaudited consolidated balance sheet of LRC and its Subsidiaries as of the end of such quarter and consolidated unaudited statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer of LRC (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2), a certificate of a Responsible Financial Officer of LRC in the form of certificate attached hereto as Exhibit C (a) representing that no Event of Default or material Default by LRC has occurred (or, if an Event of Default or material Default by LRC has occurred, stating the nature thereof and the action which LRC has taken or proposes to take to rectify it), and (b) confirming that LRC is complying with the financial covenant set forth in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Closing Certificate and Agreement (Livermore/ Parcel 7) — Page 10 Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 1 contract
Samples: Closing Certificate and Agreement (Lam Research Corp)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior Deliver to and throughout the Term of the Lease, LRC will deliver to BNPPLC:Collateral Agent (with sufficient copies for each Participant):
(1i) as soon as available and in any event within 60 one hundred twenty (120) days after the end of each fiscal year of Guarantor, a consolidated balance sheet of Guarantor and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of Guarantor and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by Guarantor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which Collateral Agent determines, in Collateral Agent's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of LRCGuarantor, the unaudited consolidated balance sheet of LRC Guarantor and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC Guarantor and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC Guarantor (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(1Section 9.2(i) or 2(D)(2and (ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC Guarantor in substantially the form of certificate attached hereto as Exhibit C A: (ai) representing certifying that to Lessee's Knowledge no Default or Event of Default or material Default by LRC has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of Guarantor set forth in Section 7.3 of the Participation Agreement are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A)Section 9.1;
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5iv) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary Guarantor sends to its public Guarantor's stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary Guarantor files with the Securities and Exchange Commission (SEC or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7v) upon request by BNPPLCCollateral Agent, a statement in writing certifying that the Operative Documents Agreements are unmodified and in full effect (or, if there have been modifications, that the Operative Documents Agreements are in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to Lessee's Knowledge no Lease Default or Lease Event of Default has occurred and is continuing or, if a Lease Default or Lease Event of Default has occurred and is continuing, a brief statement as to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such defaultnature thereof; it being intended that any such statement by LRC Guarantor may be relied upon by any prospective purchaser or mortgagee of the Property Interest and by the Participants;
(vi) as soon as possible after, and in any event within ten days after Guarantor becomes aware that, any of the following has occurred, with respect to which the potential aggregate liability to Guarantor relating thereto is $10,000,000 or more, a notice signed by a senior financial officer of Guarantor setting forth details of the following and the response, if any, which Guarantor or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Guarantor or an ERISA Affiliate with respect to any of the following or the events or conditions leading up to the following): (A) the assertion, to secure any Unfunded Benefit Liabilities, of any Lien against the assets of Guarantor, against the assets of any Plan or Multiemployer Plan or against any interest of Collateral Agent or Guarantor in the Property Interest, or (B) the taking of any action by the PBGC or any Person who may become other governmental authority against Guarantor to terminate any Plan of Guarantor or any ERISA Affiliate of Guarantor or to cause the appointment of a Participanttrustee or receiver to administer any such Plan; and
(8) vii) such other information respecting the condition or operations, financial or otherwise, of LRCGuarantor, of any of its Subsidiaries or of the Property Interest as BNPPLC or BNPPLC’s Parent Collateral Agent or any Participant, Participant through BNPPLC, Collateral Agent may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.
Appears in 1 contract
Samples: Guarantee (Genentech Inc)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Improvements Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113.(a)(i) or 2(D)(2and 13.(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Improvements Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes to take to rectify it)with respect thereto, and (bii) confirming certifying that LRC is complying with the financial covenant representations of NAI set forth in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified true and correct in full effect (all material respects as of the date thereof as though made on and as of the date thereof or, if there have been modificationsnot then true and correct, that the Operative Documents a brief statement as to why such representations are in full effect as modifiedno longer true and correct, and setting forth such modifications(iii) and either stating that (to with computations demonstrating compliance with the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (covenants contained in Schedule 1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.;
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113.(a)(i) or 2(D)(2and 13.(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under the Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of NAI set forth in the Operative Documents are true and correct in all material respects as of the date thereof as 32 though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A)Schedule 1;
(4iv) as soon as possible and in any event within five Business Days days after the occurrence end of each Event of Default or material Default known to a Responsible Financial Officer of LRCcalendar month, a statement certificate of LRC setting forth details the chief financial officer or controller of such Event NAI certifying that at the end of Default or material Default the preceding calendar month, NAI had sufficient cash and other assets described in Paragraph 1 of Part II of Schedule 1 to comply with the action which LRC has taken and proposes to take with respect theretorequirements of that paragraph;
(5v) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary NAI sends to its public NAI's stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary NAI files with the Securities and Exchange Commission (or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7vi) upon request by BNPPLCBNPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to the best knowledge of LRC) NAI no default exists Default or Event of Default under the Operative Documents Lease has occurred and is continuing or, if a Default or specifying each such defaultEvent of Default under the Lease has occurred and is continuing, a brief statement as to the nature thereof; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property and by the Participants
(vii) as soon as possible after, and in any event within ten days after NAI becomes aware that, any of the following has occurred, with respect to which the potential aggregate liability to NAI relating thereto is $500,000 or more, a notice signed by a senior financial officer of NAI setting forth details of the following and the response, if any, which NAI or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by NAI or an ERISA Affiliate with respect to any of the following or the events or conditions leading up to the following): (A) the assertion, to secure any Unfunded Benefit Liabilities, of any Lien against the assets of NAI, against the assets of any Plan or Multiemployer Plan or against any interest of BNPLC or NAI in the Property, or (B) the taking of any action by the PBGC or any Person who may become other governmental authority against NAI to terminate any Plan of NAI or any ERISA Affiliate of NAI or to cause the appointment of a Participanttrustee or receiver to administer any such Plan ; and
(8) viii) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of any of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent BNPLC or any Participant, Participant through BNPPLC, BNPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC BNPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D13.(a) to any Participant BNPLC's Parent, to the Participants and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s BNPLC or BNPLC's Parent or any Participant that requires or requests it.
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in During the next subparagraphTerm, prior to and throughout the Term of the Lease, LRC will Tenant shall deliver to BNPPLCLandlord and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty (120) days after the end of each fiscal year of Tenant, a consolidated balance sheet of Tenant and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of Tenant and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by Tenant, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which Landlord determines, in Landlord's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of LRCTenant, the unaudited consolidated balance sheet of LRC Tenant and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC Tenant and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC Tenant (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(19(v)(ii) or 2(D)(2and 9(v)(i), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC Tenant in substantially the form of certificate attached hereto as Exhibit C F: (ai) representing certifying that to the knowledge of Tenant no Default or Event of Default or material Default by LRC under this Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of Tenant set forth in Paragraph 9 of this Lease are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A9(ab);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5iv) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary Tenant sends to its public Tenant's stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary Tenant files with the Securities and Exchange Commission (or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7v) upon request by BNPPLCLandlord, a statement in writing certifying that the Operative Documents are this Lease is unmodified and in full effect (or, if there have been modifications, that the Operative Documents are this Lease is in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to the best knowledge of LRC) Tenant no default exists Default or Event of Default under this Lease has occurred and is continuing or, if a Default or Event of Default under this Lease has occurred and is continuing, a brief statement as to the Operative Documents or specifying each such defaultnature thereof; it being intended that any such statement by LRC Tenant may be relied upon by any prospective purchaser or mortgagee of the Leased Property or any Person who may become a Participantand by the Participants; and
(8) vi) subject to Paragraph 23, such other information respecting the condition or operations, financial or otherwise, of LRCTenant, of any of its Subsidiaries or of the Leased Property as BNPPLC or BNPPLC’s Parent Landlord or any Participant, Participant through BNPPLC, Landlord may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC Landlord is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D9(v) to any Participant Landlord's Parent, to the Participants and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Landlord or Landlord's Parent or any Participant that requires or requests it, but in connection therewith Landlord will, if practicable, request confidential treatment of any information described in clauses (iii) and (vi).
Appears in 1 contract
Samples: Lease Agreement (Genentech Inc)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout ---------------------------------------------------- the Term of the this Building 3 Lease, LRC will Zhone shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of Zhone, a consolidated balance sheet of Zhone and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of Zhone and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by Zhone, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCZhone, the unaudited consolidated balance sheet of LRC Zhone and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC Zhone and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC Zhone (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113.(a)(i) or 2(D)(2and13.
(a) (ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in Zhone: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that Zhone no Default or Event of Default or material Default by LRC under this Building 3 Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of Zhone set forth in the Building 3 Operative Documents are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and either stating that (to the best knowledge of LRC) no default exists under the Operative Documents or specifying each such defaultSchedule 1; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.---------- [Improvements - Building 3]
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Improvements Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(213.(a)(i)and 13.(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Improvements Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes to take to rectify it)with respect thereto, and (bii) confirming certifying that LRC is complying with the financial covenant representations of NAI set forth in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified true and correct in full effect (all material respects as of the date thereof as though made on and as of the date thereof or, if there have been modificationsnot then true and correct, that the Operative Documents a brief statement as to why such representations are in full effect as modifiedno longer true and correct, and setting forth such modifications(iii) and either stating that (to with computations demonstrating compliance with the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (covenants contained in Schedule 1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.;
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Land Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113(a)(i) or 2(D)(2and 13(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Land Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of NAI set forth in the Operative Documents are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A)Schedule 1;
(4iv) as soon as possible and in any event within five Business Days days after the occurrence end of each Event of Default or material Default known to a Responsible Financial Officer of LRCcalendar month, a statement certificate of LRC setting forth details the chief financial officer or controller of such Event NAI certifying that at the end of Default or material Default the preceding calendar month, NAI had sufficient cash and other assets described in Paragraph 1 of Part II of Schedule 1 to comply with the action which LRC has taken and proposes to take with respect theretorequirements of that paragraph;
(5v) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary XXX sends to its public NAI's stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary NAI files with the Securities and 29 Exchange Commission (or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7vi) upon request by BNPPLCBNPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to the best knowledge of LRC) NAI no default exists Default or Event of Default under this Land Lease has occurred and is continuing or, if a Default or Event of Default under this Land Lease has occurred and is continuing, a brief statement as to the Operative Documents or specifying each such defaultnature thereof; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property and by the Participants
(vii) as soon as possible after, and in any event within ten days after NAI becomes aware that, any of the following has occurred, with respect to which the potential aggregate liability to NAI relating thereto is $500,000 or more, a notice signed by a senior financial officer of NAI setting forth details of the following and the response, if any, which NAI or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by NAI or an ERISA Affiliate with respect to any of the following or the events or conditions leading up to the following): (A) the assertion, to secure any Unfunded Benefit Liabilities, of any Lien against the assets of NAI, against the assets of any Plan or Multiemployer Plan or against any interest of BNPLC or NAI in the Property, or (B) the taking of any action by the PBGC or any Person who may become other governmental authority against NAI to terminate any Plan of NAI or any ERISA Affiliate of NAI or to cause the appointment of a Participanttrustee or receiver to administer any such Plan ; and
(8) viii) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of any of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent BNPLC or any Participant, Participant through BNPPLC, BNPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC BNPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D13(a) to any Participant BNPLC's Parent, to the Participants and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s BNPLC or BNPLC's Parent or any Participant that requires or requests it.
Appears in 1 contract
Samples: Annual Report
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Lease, LRC will Xxxx shall deliver to BNPPLCBNPPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of Xxxx, a consolidated balance sheet of Xxxx and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of Xxxx and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by Xxxx, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPPLC determines, in BNPPLC's reasonable discretion, is unacceptable;
(i) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCXxxx, the unaudited consolidated balance sheet of LRC Xxxx and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC Xxxx and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer, controller, or vice president of LRC finance of Xxxx (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3i) together with the financial statements furnished in accordance with subparagraph 2(D)(1) or 2(D)(2)and, a certificate of a Responsible Financial Officer the chief financial officer, controller, or vice president of LRC in finance of Xxxx: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that Xxxx no Default or Event of Default or material Default by LRC under this Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of Xxxx set forth in the Operative Documents are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A)Schedule 1;
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5i) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary Xxxx sends to its public Xxxx'x stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary Xxxx files with the Securities and Exchange Commission (or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7i) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to the best knowledge of LRC) Xxxx no default exists Default or Event of Default under this Lease has occurred and is continuing or, if a Default or Event of Default under this Lease has occurred and is continuing, a brief statement as to the Operative Documents or specifying each such defaultnature thereof; it being intended that any such statement by LRC Xxxx may be relied upon by any prospective purchaser or mortgagee of the Property and by the Participants;
(i) as soon as possible after, and in any event within ten days after Xxxx becomes aware that, any of the following has occurred, with respect to which the potential aggregate liability to Xxxx relating thereto is $500,000 or more, a notice signed by a senior financial officer of Xxxx setting forth details of the following and the response, if any, which Xxxx or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Xxxx or an ERISA Affiliate with respect to any of the following or the events or conditions leading up to the following):(A) the assertion, to secure any Unfunded Benefit Liabilities, of any Lien against the assets of Xxxx, against the assets of any Plan or Multiemployer Plan or against any interest of BNPPLC or Xxxx in the Property, or (B) the taking of any action by the PBGC or any Person who may become other governmental authority against Xxxx to terminate any Plan of Xxxx or any ERISA Affiliate of Xxxx or to cause the appointment of a Participanttrustee or receiver to administer any such Plan; and
(8) i) such other information respecting the condition or operations, financial or otherwise, of LRCXxxx, of any of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, Participant through BNPPLC, BNPPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant BNPPLC's Parent, to the Participants and to any regulatory body having jurisdiction over BNPPLC or BNPPLC, BNPPLC’s 's Parent or any Participant that requires or requests it.
Appears in 1 contract
Samples: Lease Agreement (Ross Stores Inc)
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Improvements Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113.(a)(i) or 2(D)(2and 13.(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Improvements Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of NAI set forth in the Operative Documents are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A)Schedule 1;
(4iv) as soon as possible and in any event within five Business Days days after the occurrence end of each Event of Default or material Default known to a Responsible Financial Officer of LRCcalendar month, a statement certificate of LRC setting forth details the chief financial officer or controller of such Event NAI certifying that at the end of Default or material Default the preceding calendar month, NAI had sufficient cash and other assets described in Paragraph 1 of Part II of Schedule 1 to comply with the action which LRC has taken and proposes to take with respect theretorequirements of that paragraph;
(5v) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary NAI sends to its public NAI's stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary NAI files with the Securities and Exchange Commission (or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7vi) upon request by BNPPLCBNPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to the best knowledge of LRC) NAI no default exists Default or Event of Default under this Improvements Lease has occurred and is continuing or, if a Default or Event of Default under this Improvements Lease has occurred and is continuing, a brief statement as to the Operative Documents or specifying each such defaultnature thereof; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; andand by the Participants
(8) such other information respecting the condition or operationsvii) as soon as possible after, financial or otherwiseand in any event within ten days after NAI becomes aware that, of LRC, of its Subsidiaries or any of the Property as BNPPLC following has occurred, with respect to which the potential aggregate liability to NAI relating thereto is $500,000 or BNPPLC’s Parent more, a notice signed by a senior financial officer of NAI setting forth details of the following and the response, if any, which NAI or any Participant, through BNPPLC, may from time its ERISA Affiliate proposes to time reasonably request. Reports take with respect thereto (and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information report or certificate delivered notice required to it pursuant be filed with or given to this subparagraph 2(D) PBGC by NAI or an ERISA Affiliate with respect to any Participant and of the following or the events or conditions leading up to the following): (A) the assertion, to secure any regulatory body having jurisdiction over BNPPLCUnfunded Benefit Liabilities, BNPPLC’s Parent or any Participant that requires or requests it.of any
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Land Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113.(a)(i) or 2(D)(2and 13.(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Land Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes to take to rectify it)with respect thereto, and (bii) confirming certifying that LRC is complying with the financial covenant representations of NAI set forth in subparagraph 3(A);
(4) as soon as possible and in any event within five Business Days after the occurrence of each Event of Default or material Default known to a Responsible Financial Officer of LRC, a statement of LRC setting forth details of such Event of Default or material Default and the action which LRC has taken and proposes to take with respect thereto;
(5) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices and reports which LRC or any Subsidiary sends to its public stockholders, and copies of all reports and registration statements (without exhibits) which LRC or any Subsidiary files with the Securities and Exchange Commission (or any governmental body or agency succeeding to the functions of the Securities and Exchange Commission) or any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7) upon request by BNPPLC, a statement in writing certifying that the Operative Documents are unmodified true and correct in full effect (all material respects as of the date thereof as though made on and as of the date thereof or, if there have been modificationsnot then true and correct, that the Operative Documents a brief statement as to why such representations are in full effect as modifiedno longer true and correct, and setting forth such modifications(iii) and either stating that (to with computations demonstrating compliance with the best knowledge of LRC) no default exists under the Operative Documents or specifying each such default; it being intended that any such statement by LRC may be relied upon by any prospective purchaser or mortgagee of the Property or any Person who may become a Participant; and
(8) such other information respecting the condition or operations, financial or otherwise, of LRC, of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent or any Participant, through BNPPLC, may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (covenants contained in Schedule 1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC is authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D) to any Participant and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s Parent or any Participant that requires or requests it.;
Appears in 1 contract
Financial Statements; Required Notices; Certificates. Except as otherwise described in the next subparagraph, prior to and throughout Throughout the Term of the this Improvements Lease, LRC will NAI shall deliver to BNPPLCBNPLC and to each Participant:
(1i) as soon as available and in any event within 60 one hundred twenty days after the end of each fiscal year of NAI, a consolidated balance sheet of NAI and its Consolidated Subsidiaries as of the end of such fiscal year and a consolidated income statement and statement of cash flows of NAI and its Consolidated Subsidiaries for such fiscal year, all in reasonable detail and all prepared in accordance with GAAP and accompanied by a report and opinion of accountants of national standing selected by NAI, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualification or exception which BNPLC determines, in BNPLC's reasonable discretion, is unacceptable;
(ii) as soon as available and in any event within sixty days after the end of each of the first three fiscal quarters of each fiscal year of LRCNAI, the unaudited consolidated balance sheet of LRC NAI and its Consolidated Subsidiaries as of the end of such quarter and the consolidated unaudited statements income statement and the consolidated statement of income, stockholders’ equity and cash flow flows of LRC NAI and its Consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, setting forth in comparative form figures for the corresponding period in the preceding fiscal year, in the case of such statements of income, stockholders’ equity and cash flow, and figures for the preceding fiscal year in the case of such balance sheet, all in reasonable detail, detail and all prepared in accordance with GAAP, GAAP and certified in a manner acceptable to BNPPLC by a Responsible Financial Officer the chief financial officer or controller of LRC NAI (subject to normal year-end adjustments);
(2) as soon as available and in any event within 120 days after the end of each fiscal year of LRC, the consolidated balance sheet of LRC and its Subsidiaries as of the end of such fiscal year and consolidated statements of income, stockholders’ equity and cash flow of LRC and its Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such fiscal year, setting forth in comparative form figures for the preceding fiscal year, all in reasonable detail, in accordance with GAAP, and certified in a manner acceptable to BNPPLC by independent public accountants of recognized national standing reasonably acceptable to BNPPLC;
(3iii) together with the financial statements furnished in accordance with subparagraph 2(D)(113.(a)(i) or 2(D)(2and 13.(a)(ii), a certificate of a Responsible Financial Officer the chief financial officer or controller of LRC in NAI: (i) certifying that to the form knowledge of certificate attached hereto as Exhibit C (a) representing that NAI no Default or Event of Default or material Default by LRC under this Improvements Lease has occurred (and is continuing or, if an a Default or Event of Default or material Default by LRC has occurredoccurred and is continuing, stating a brief statement as to the nature thereof and the action which LRC has is proposed to be taken or proposes with respect thereto, (ii) certifying that the representations of NAI set forth in the Operative Documents are true and correct in all material respects as of the date thereof as though made on and as of the date thereof or, if not then true and correct, a brief statement as to take to rectify it)why such representations are no longer true and correct, and (biii) confirming that LRC is complying with computations demonstrating compliance with the financial covenant set forth covenants contained in subparagraph 3(A)Schedule 1;
(4iv) as soon as possible and in any event within five Business Days days after the occurrence end of each Event of Default or material Default known to a Responsible Financial Officer of LRCcalendar month, a statement certificate of LRC setting forth details the chief financial officer or controller of such Event NAI certifying that at the end of Default or material Default the preceding calendar month, NAI had sufficient cash and other assets described in Paragraph 1 of Part III of Schedule 1 to comply with the action which LRC has taken and proposes to take with respect theretorequirements of that paragraph;
(5v) promptly after the sending or filing thereof, copies of all such financial statements, proxy statements, notices financial statements and reports which LRC or any Subsidiary NAI sends to its public NAI's stockholders, and copies of all reports regular, periodic and special reports, and all registration statements (without exhibitsother than registration statements on Form S-8 or any form substituted therefor) which LRC or any Subsidiary NAI files with the Securities and Exchange Commission (or any governmental body authority which may be substituted therefor, or agency succeeding to the functions of the Securities and Exchange Commission) or with any national securities exchange;
(6) as soon as practicable and in any event within thirty days after a Responsible Financial Officer of LRC knows or has reason to know that any ERISA Termination Event with respect to any Plan has occurred, a statement of a Responsible Financial Officer of LRC describing such ERISA Termination Event and the action, if any, which LRC proposes to take with respect thereto;
(7vi) upon request by BNPPLCBNPLC, a statement in writing certifying that the Operative Documents are unmodified and in full effect (or, if there have been modifications, that the Operative Documents are in full effect as modified, and setting forth such modifications) and the dates to which the Base Rent has been paid and either stating that (to the best knowledge of LRC) NAI no default exists Default or Event of Default under this Improvements Lease has occurred and is continuing or, if a Default or Event of Default under this Improvements Lease has occurred and is continuing, a brief statement as to the Operative Documents or specifying each such defaultnature thereof; it being intended that any such statement by LRC NAI may be relied upon by any prospective purchaser or mortgagee of the Property and by the Participants
(vii) as soon as possible after, and in any event within ten days after NAI becomes aware that, any of the following has occurred, with respect to which the potential aggregate liability to NAI relating thereto is $500,000 or more, a notice signed by a senior financial officer of NAI setting forth details of the following and the response, if any, which NAI or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by NAI or an ERISA Affiliate with respect to any of the following or the events or conditions leading up to the following): (A) the assertion, to secure any Unfunded Benefit Liabilities, of any Lien against the assets of NAI, against the assets of any Plan or Multiemployer Plan or against any interest of BNPLC or NAI in the Property, or (B) the taking of any action by the PBGC or any Person who may become other governmental authority against NAI to terminate any Plan of NAI or any ERISA Affiliate of NAI or to cause the appointment of a Participanttrustee or receiver to administer any such Plan ; and
(8) viii) such other information respecting the condition or operations, financial or otherwise, of LRCNAI, of any of its Subsidiaries or of the Property as BNPPLC or BNPPLC’s Parent BNPLC or any Participant, Participant through BNPPLC, BNPLC may from time to time reasonably request. Reports and financial statements required to be delivered pursuant to paragraphs (1), (2) and (5) of this subparagraph 2(D) will be deemed to have been delivered on the date on which such reports, or reports containing such financial statements, are posted and available for downloading (in a “PDF” or other generally accepted electronic format) on LRC’s internet website at wxx.xxxxx.xxx or on the SEC’s internet website at wxx.xxx.xxx; provided, however, that after being posted they remain available for downloading at the applicable website for at least 90 days. BNPPLC BNPLC is hereby authorized to deliver a copy of any information or certificate delivered to it pursuant to this subparagraph 2(D13.(a) to any Participant BNPLC's Parent, to the Participants and to any regulatory body having jurisdiction over BNPPLC, BNPPLC’s BNPLC or BNPLC's Parent or any Participant that requires or requests it.
Appears in 1 contract
