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Common use of Furnish Lender Clause in Contracts

Furnish Lender. (a) within twenty (20) days after the close of each monthly accounting period in each fiscal year of each Borrower and the Borrowers, a balance sheet and income statement of each Borrower and the Borrowers as of the end of such monthly accounting period, prepared by the Authorized Financial Officer of each Borrower and the Borrowers, all in reasonable detail and subject to year-end adjustments, all prepared in accordance with GAAP, together with such other financial statements prepared by each Borrower and the Borrowers for management during such monthly period; (b) within forty-five (45) days after the close of each quarterly accounting period in each fiscal year of each Borrower and the Borrowers, consolidated and consolidating income statements and balance sheets and statements of changes in financial position of each Borrower and its Affiliates, if any, and the Borrowers, all as of the end of such quarterly period, prepared by the Authorized Financial Officer of each Borrower, all in reasonable detail, and prepared in accordance with GAAP; (c) within ninety (90) days after the close of each fiscal year of each Borrower and the Borrowers: (i) Consolidated and consolidating income statements and balance sheets of each Borrower, and its Affiliates, if any, and the Borrowers all as of the end of such fiscal year; and (ii) Consolidated and consolidating statement of stockholders’ equity and a statement of changes in financial position; all in reasonable detail, including supporting schedules and comments, such annual statements, to be reviewed by an independent certified public accountant selected by each Borrower, and acceptable to Lender, to have been prepared in accordance with GAAP. Lender shall have the right, from time to time, to discuss each Borrower’s financial affairs directly with each Borrower’s independent certified accountants; (d) contemporaneously with each (i) monthly and quarterly report required by the foregoing paragraphs, a certificate of the Authorized Financial Officer of each Borrower, and (ii) year-end financial report required by the foregoing paragraphs, a certificate by an Authorized Financial Officer of each Borrower, in each case stating that the signer of such certificate has individually reviewed the provisions of this Agreement and that a review of the activities of each Borrower during such monthly, quarterly or yearly period, as the case may be, has been made by or under the supervision of the signer of such certificate with a view to determining whether each Borrower has kept, observed, performed and fulfilled all their obligations under this Agreement, and that, to the best of his/her knowledge, each Borrower has observed and performed each and every undertaking contained in this Agreement and is not at the time in default in the observance or performance of any of the terms and conditions hereof or, if each Borrower shall be so in default, specifying all such defaults and events of which he/she may have knowledge and the proposed cure of such defaults; (e) at Lender’s request, copies of all receipts, if available or other evidence of the payment, of United States withholding, FICA and other applicable state and local payroll taxes, as such payments are made, and copies of each quarterly, or as otherwise required by the Internal Revenue Service, FICA and FUTA income tax withholding forms filed by each Borrower, each Borrower, acknowledges that each Borrower is responsible for the timely payment, when due, of all such taxes; (f) within five (5) days after the close of each calendar month, a Borrowing Base Certificate, an accounts receivable and accounts payable aging and listing all as of the end of the immediately preceding month in form satisfactory to Lender. All agings submitted hereunder shall reflect an allocation to the corresponding invoice(s) of any and all payments or credits (or any part thereof) received or given by Borrowers (or either of them); (g) within five (5) days after the close of each calendar month, and at Lender’s reasonable request, in form satisfactory to Lender, an Accounts reconciliation which sets forth, together with such other information requested by Lender, a listing of all miscellaneous debits and credits to Borrowers, Accounts, sufficient in detail to enable Lender to reconcile the differences, if any, between the balance of Borrowers, Accounts as shown on Lender's books and Records, and the balance of such Accounts shown on Borrowers, books and Records. Upon receipt of such reconciliation, the value of Borrowers, Accounts on Lender's Records shall be adjusted as appropriate and shall be reflected by Borrowers in the next Borrowing Base submitted by Borrowers to Lender hereunder; (h) within five (5) days after the close of each calendar month, and at Lender’s reasonable request, an update and list of all changes to the master address list of each Borrower’s Account Debtors; (i) at Lender's request, all Shipping Documents evidencing the shipment of Goods which gave rise to the Accounts, completion certificates or other proof of the satisfactory performance of services that gave rise to an Account, and each Borrower’s copy of any written order or contract that gave rise to the Account; (j) weekly, on or before Tuesday of each week for the calendar week ending on the Friday of the immediately preceding week, a Borrowing Base Certificate of Borrowers.; (k) at Lender’s request, Borrowers shall submit copies of the invoices for each Account of Borrowers and sales journals or such other Records acceptable to Lender.; (m) within ten (10) days after filing, copies of the federal income tax returns filed (together with all schedules) or extensions requested by each Borrower ; and (n) such additional financial information regarding each Borrower and the Borrowers and its operations and financial condition as Lender may, from time to time, reasonably require;

Appears in 1 contract

Samples: Loan and Security Agreement (WLG Inc)

Furnish Lender. (a) within twenty ninety (2090) days after the close of each monthly accounting period in each fiscal year of each Borrower and the Borrowers, a balance sheet and income statement of each Borrower and the Borrowers as of the end of such monthly accounting periodeach fiscal year of Company, prepared a balance sheet, statement of income and statement of its cash flows certified by an authorized officer of Company as being correct and accurate to the Authorized Financial Officer best of each Borrower and the Borrowers, all in reasonable detail and subject to year-end adjustments, all prepared in accordance with GAAP, together with such other financial statements prepared by each Borrower and the Borrowers for management during such monthly periodhis knowledge; (b) within forty-five ninety (4590) days after the close of each quarterly accounting period in each fiscal year of each Borrower and the Borrowers, consolidated and consolidating income statements and balance sheets and statements of changes in financial position of each Borrower and its Affiliates, if any, and the Borrowers, all as of the end of such quarterly periodeach fiscal year of Maxco, Inc., a consolidated balance sheet, statement of income and statement of cash flows of Maxco, Inc. prepared on an audited basis by independent certified public accountants satisfactory to Lender, with attached schedule of consolidating financial information used in preparing the Authorized Financial Officer of each Borrower, all in reasonable detail, and prepared in accordance with GAAPconsolidated financial statements; (c) within ninety (90) days after the close end of each fiscal year of each Borrower Company, an annual budget of Company for the then current year, to include a balance sheet, statement of income and the Borrowers:expense, statement of cash flows and planned capital expenditures, and also including but not limited to, information pertaining to additions, replacements, rebuilds and ongoing maintenance. (id) Consolidated within forty-five (45) days after and consolidating income statements and balance sheets of each Borrower, and its Affiliates, if any, and the Borrowers all as of the end of such each fiscal quarter (including the fourth fiscal quarter) of Company, a balance sheet and statement of income of Company for the quarter then ended and fiscal year; and (ii) Consolidated and consolidating statement of stockholders’ equity and a statement of changes in financial position; all in reasonable detail-to -date, including supporting schedules and comments, such annual statements, to be reviewed certified by an independent certified public accountant selected by each Borrower, authorized officer of Company as being correct and acceptable to Lender, to have been prepared in accordance with GAAP. Lender shall have the right, from time to time, to discuss each Borrower’s financial affairs directly with each Borrower’s independent certified accountants; (d) contemporaneously with each (i) monthly and quarterly report required by the foregoing paragraphs, a certificate of the Authorized Financial Officer of each Borrower, and (ii) year-end financial report required by the foregoing paragraphs, a certificate by an Authorized Financial Officer of each Borrower, in each case stating that the signer of such certificate has individually reviewed the provisions of this Agreement and that a review of the activities of each Borrower during such monthly, quarterly or yearly period, as the case may be, has been made by or under the supervision of the signer of such certificate with a view to determining whether each Borrower has kept, observed, performed and fulfilled all their obligations under this Agreement, and that, accurate to the best of his/her his knowledge, each Borrower has observed and performed each and every undertaking contained in this Agreement and is not at the time in default in the observance or performance of any of the terms and conditions hereof or, if each Borrower shall be so in default, specifying all such defaults and events of which he/she may have knowledge and the proposed cure of such defaults; (e) at Lender’s requestwithin fifteen (15) days after and as of the end of each month, copies including the last month of all receiptseach fiscal year, (i) the monthly aging of Company's accounts (and a schedule identifying each Eligible Account), and any such schedule shall be accompanied, if available or other so requested by Lender, by a true and correct copy of the invoices evidencing Eligible Accounts, and by evidence of performance, (ii) the payment, monthly aging of United States withholding, FICA and other applicable state and local payroll taxes, as such payments are madeCompany's accounts payable, and copies of each quarterly, or as otherwise required by the Internal Revenue Service, FICA and FUTA income tax withholding forms filed by each Borrower, each Borrower, acknowledges that each Borrower is responsible for the timely payment, when due, of all such taxes(iii) an inventory report; (f) within five Friday (5or on a day otherwise agreed to by Lender in writing) days after the close of each calendar monthweek (or such other date as shall be agreed to in writing by Lender), a Borrowing Base Certificateborrowing base report, an accounts receivable and accounts payable aging and listing all as of the end of the immediately preceding month each in form satisfactory acceptable to Lender. All agings submitted hereunder shall reflect an allocation to the corresponding invoice(s) of any and all payments or credits (or any part thereof) received or given by Borrowers (or either of them); (g) within five (5) days after such information as required by the close terms and conditions of each calendar month, and at Lender’s reasonable request, any security agreement referred to in form satisfactory to Lender, an Accounts reconciliation which sets forth, together with such other information requested by Lender, a listing of all miscellaneous debits and credits to Borrowers, Accounts, sufficient in detail to enable Lender to reconcile the differences, if any, between the balance of Borrowers, Accounts as shown on Lender's books and Records, and the balance of such Accounts shown on Borrowers, books and Records. Upon receipt of such reconciliation, the value of Borrowers, Accounts on Lender's Records shall be adjusted as appropriate and shall be reflected by Borrowers in the next Borrowing Base submitted by Borrowers to Lender hereunderthis Agreement; (h) within five three (53) days after the close of each calendar monthreceipt, and at Lender’s reasonable request, an update and list copies of all changes audit compliance letters and all certificates of registration and related appendices, with respect to the master address list of each Borrower’s Account Debtors;certifications referred to in Section 8.14; and (i) at Lender's request, all Shipping Documents evidencing the shipment of Goods which gave rise to the Accounts, completion certificates or other proof of the satisfactory performance of services that gave rise to an Accountpromptly, and each Borrower’s copy of any written order or contract that gave rise in form to the Account; (j) weeklybe satisfactory to Lender, on or before Tuesday of each week for the calendar week ending on the Friday of the immediately preceding week, a Borrowing Base Certificate of Borrowers.; (k) at Lender’s request, Borrowers shall submit copies of the invoices for each Account of Borrowers and sales journals or such other Records acceptable to Lender.; (m) within ten (10) days after filing, copies of the federal income tax returns filed (together with all schedules) or extensions requested by each Borrower ; and (n) such additional financial information regarding each Borrower and the Borrowers and its operations and financial condition as Lender may, may request from time to time, reasonably require;.

Appears in 1 contract

Samples: Credit Agreement (Maxco Inc)

Furnish Lender. (1) Attached hereto as Exhibit 8.A. is the Business Plan of the Borrower, duly adopted by the Board of Directors of the Borrower. Within sixty (60) days prior to the commencement of each fiscal year, commencing with 1997 and for each fiscal year thereafter, the Borrower shall prepare and the Board of Directors shall adopt and deliver to Lender a Business Plan, including projected balance sheet, income and cash flow statements, and a sales and marketing plan and operating plan, which plans shall be the sole responsibility of Borrower and shall be satisfactory in all respects to Lender. In accordance with such business plans, Borrower shall maintain (a) within Total Liabilities to Total Net Worth in ratios which will be as set forth in the Business Plan; (b) Working Capital in an amount set forth in the Business Plan; (c) Working Capital ratio in a ratio set forth in the Business Plan; In addition, actual results for each fiscal quarter and for the immediately preceding four fiscal quarters will not deviate from the Business Plan for the relevant periods. (2) Within ninety (90) days after the last day of each fiscal year of Borrower, a balance sheet and related statements of income, retained earnings, and changes in financial position, each prepared in reasonable detail and in accordance with generally accepted accounting principles consistently applied certified by an independent certified public accountant satisfactory to Lender; (3) Within thirty (30) days after the end of each fiscal quarter of each fiscal year of the Borrower, a balance sheet as at the end of such quarter, statements of income and retained earnings and a comparison of actual results to those set forth in the Business plan for the period from the beginning of the fiscal year to the end of such quarter, certified by an authorized financial or accounting officer of Borrower; (4) Within twenty (20) days after the close of each monthly accounting period in each fiscal year of each Borrower and the Borrowers, a balance sheet and income statement of each Borrower and the Borrowers as of the end of such monthly accounting period, prepared by the Authorized Financial Officer of each Borrower and the Borrowers, all in reasonable detail and subject to year-end adjustments, all prepared in accordance with GAAP, together with such other financial statements prepared by each Borrower and the Borrowers for management during such monthly period; (b) within forty-five (45) days after the close of each quarterly accounting period in each fiscal year of each Borrower and the Borrowers, consolidated and consolidating income statements and balance sheets and statements of changes in financial position of each Borrower and its Affiliates, if any, and the Borrowers, all as of the end of such quarterly period, prepared by the Authorized Financial Officer of each Borrower, all in reasonable detail, and prepared in accordance with GAAP; (c) within ninety (90) days after the close of each fiscal year of each Borrower and the Borrowers: (i) Consolidated and consolidating income statements and balance sheets of each Borrower, and its Affiliates, if any, and the Borrowers all as of the end of such fiscal year; and (ii) Consolidated and consolidating statement of stockholders’ equity and a statement of changes in financial position; all in reasonable detail, including supporting schedules and comments, such annual statements, to be reviewed by an independent certified public accountant selected by each Borrower, and acceptable to Lender, to have been prepared in accordance with GAAP. Lender shall have the right, from time to time, to discuss each Borrower’s financial affairs directly with each Borrower’s independent certified accountants; (d) contemporaneously with each (i) monthly and quarterly report required by the foregoing paragraphs, a certificate of the Authorized Financial Officer of each Borrower, and (ii) year-end financial report required by the foregoing paragraphs, a certificate by an Authorized Financial Officer of each Borrower, in each case stating that the signer of such certificate has individually reviewed the provisions of this Agreement and that a review of the activities of each Borrower during such monthly, quarterly or yearly period, as the case may be, has been made by or under the supervision of the signer of such certificate with a view to determining whether each Borrower has kept, observed, performed and fulfilled all their obligations under this Agreement, and that, to the best of his/her knowledge, each Borrower has observed and performed each and every undertaking contained in this Agreement and is not at the time in default in the observance or performance of any of the terms and conditions hereof or, if each Borrower shall be so in default, specifying all such defaults and events of which he/she may have knowledge and the proposed cure of such defaults; (e) at Lender’s request, copies of all receipts, if available or other evidence of the payment, of United States withholding, FICA and other applicable state and local payroll taxes, as such payments are made, and copies of each quarterly, or as otherwise required by the Internal Revenue Service, FICA and FUTA income tax withholding forms filed by each Borrower, each Borrower, acknowledges that each Borrower is responsible for the timely payment, when due, of all such taxes; (f) within five (5) days after the close of each calendar month, a Borrowing Base Certificatethe following financial information prepared in accordance with Generally Accepted Accounting Principles: (a) Balance Sheet, (b) Income Statement, (c) Statement of Changes in financial position; (d) an accounts receivable aged analysis of all outstanding Payables and accounts payable aging Receivables, (e) backorder listing (with conversion of orders to shipments from previous month's back order listing), (f) budget variance analysis (comparison of budget versus actual), (g) information concerning quantities, costs and listing fair market value of Inventory; and (h) calculations of equivalent gallons of product shipped in that month; all as of which are to be certified by an officer of the end of the immediately preceding month Borrower and in form and substance satisfactory to Lender. All agings submitted hereunder shall reflect an allocation to the corresponding invoice(s) of any and all payments or credits (or any part thereof) received or given by Borrowers (or either of them); (g) within five (5) days after Contemporaneously with their filing or delivery, copies of all documents filed with the close of each calendar monthSecurities and Exchange Commission or other federal regulatory body, any stock exchange and all documents, annual reports, proxy statements, press releases or other information delivered to stockholders; (6) Promptly, and at Lender’s reasonable request, in form satisfactory to Lender, an Accounts reconciliation which sets forth, together with such other information requested by Lender, a listing of all miscellaneous debits and credits to Borrowers, Accounts, sufficient in detail to enable Lender to reconcile the differences, if any, between the balance of Borrowers, Accounts as shown on Lender's books and Records, and the balance of such Accounts shown on Borrowers, books and Records. Upon receipt of such reconciliation, the value of Borrowers, Accounts on Lender's Records shall be adjusted as appropriate and shall be reflected by Borrowers in the next Borrowing Base submitted by Borrowers to Lender hereunder; (h) within five (5) days after the close of each calendar month, and at Lender’s reasonable request, an update and list of all changes to the master address list of each Borrower’s Account Debtors; (i) at Lender's request, all Shipping Documents evidencing the shipment of Goods which gave rise to the Accounts, completion certificates or other proof of the satisfactory performance of services that gave rise to an Account, and each Borrower’s copy of any written order or contract that gave rise to the Account; (j) weekly, on or before Tuesday of each week for the calendar week ending on the Friday of the immediately preceding week, a Borrowing Base Certificate of Borrowers.; (k) at Lender’s request, Borrowers shall submit copies of the invoices for each Account of Borrowers and sales journals or such other Records acceptable to Lender.; (m) within ten (10) days after filing, copies of the federal income tax returns filed (together with all schedules) or extensions requested by each Borrower ; and (n) such additional financial information regarding each Borrower and the Borrowers and its operations and financial condition as Lender may, may reasonably request from time to time, reasonably require;.

Appears in 1 contract

Samples: Loan and Security Agreement (Veridien Corp)

Furnish Lender. (a) within twenty ninety (2090) days after and as of the close end of each monthly accounting period in each fiscal year of each Borrower and the BorrowersCompanies, a detailed Consolidated and Consolidating balance sheet and income sheet, statement of each Borrower income and the Borrowers statement of cash flows of Companies as of the end of such monthly accounting periodfiscal year, prepared by the Authorized Financial Officer of each Borrower and the Borrowers, all in reasonable detail and subject to year-end adjustments, all prepared in accordance with GAAP, together with such other financial statements prepared GAAP and audited by each Borrower and the Borrowers for management during such monthly periodindependent certified public accountants satisfactory to Lender; (b) within forty-five ninety (4590) days after the close of each quarterly accounting period in each fiscal year of each Borrower and the Borrowers, consolidated and consolidating income statements and balance sheets and statements of changes in financial position of each Borrower and its Affiliates, if any, and the Borrowers, all as of the end of such quarterly periodeach fiscal year of Maxco, a consolidated balance sheet, statement of income and statement of cash flows of Maxco prepared on an audited basis by independent certified public accountants satisfactory to Lender, with attached schedule of consolidating financial information used in preparing the Authorized Financial Officer of each Borrower, all in reasonable detail, and prepared in accordance with GAAPconsolidated financial statements; (c) within ninety (90) days after the close end of each fiscal year of each Borrower Annealing, an annual budget of Annealing for the then current year, to include a balance sheet, statement of income and the Borrowers:expense, statement of cash flows and planned capital expenditures, and also including but not limited to, information pertaining to additions, replacements, rebuilds and ongoing maintenance. (id) Consolidated within forty-five (45) days after and consolidating income statements and balance sheets of each Borrower, and its Affiliates, if any, and the Borrowers all as of the end of such each fiscal quarter (including the fourth fiscal quarter) of Companies, a Consolidated and Consolidating balance sheet and statement of income of Companies for the quarter then ended and fiscal year; and (ii) Consolidated and consolidating statement of stockholders’ equity and a statement of changes in financial position; all in reasonable detail-to-date, including supporting schedules and comments, such annual statements, to be reviewed certified by an independent certified public accountant selected by each Borrower, authorized officer of Annealing as being correct and acceptable to Lender, to have been prepared in accordance with GAAP. Lender shall have the right, from time to time, to discuss each Borrower’s financial affairs directly with each Borrower’s independent certified accountants; (d) contemporaneously with each (i) monthly and quarterly report required by the foregoing paragraphs, a certificate of the Authorized Financial Officer of each Borrower, and (ii) year-end financial report required by the foregoing paragraphs, a certificate by an Authorized Financial Officer of each Borrower, in each case stating that the signer of such certificate has individually reviewed the provisions of this Agreement and that a review of the activities of each Borrower during such monthly, quarterly or yearly period, as the case may be, has been made by or under the supervision of the signer of such certificate with a view to determining whether each Borrower has kept, observed, performed and fulfilled all their obligations under this Agreement, and that, accurate to the best of his/her his knowledge, each Borrower has observed and performed each and every undertaking contained in this Agreement and is not at the time in default in the observance or performance of any of the terms and conditions hereof or, if each Borrower shall be so in default, specifying all such defaults and events of which he/she may have knowledge and the proposed cure of such defaults; (e) at Lenderwithin fifteen (15) days after and as of the end of each month, including the last month of each fiscal year, (i) the monthly aging of Annealing’s requestaccounts (and a schedule identifying each Eligible Account), copies of all receiptsand any such schedule shall be accompanied, if available or other so requested by Lender, by a true and correct copy of the invoices evidencing Eligible Accounts, and by evidence of performance, (ii) the payment, monthly aging of United States withholding, FICA and other applicable state and local payroll taxes, as such payments are madeAnnealing’s accounts payable, and copies of each quarterly, or as otherwise required by the Internal Revenue Service, FICA and FUTA income tax withholding forms filed by each Borrower, each Borrower, acknowledges that each Borrower is responsible for the timely payment, when due, of all such taxes(iii) an inventory report; (f) within five Friday (5or on a day otherwise agreed to by Lender in writing) days after the close of each calendar monthweek (or such other date as shall be agreed to in writing by Lender), a Borrowing Base Certificateborrowing base report, an accounts receivable and accounts payable aging and listing all as of the end of the immediately preceding month each in form satisfactory acceptable to Lender. All agings submitted hereunder shall reflect an allocation to the corresponding invoice(s) of any and all payments or credits (or any part thereof) received or given by Borrowers (or either of them); (g) within five (5) days after such information as required by the close terms and conditions of each calendar month, and at Lender’s reasonable request, any security agreement referred to in form satisfactory to Lender, an Accounts reconciliation which sets forth, together with such other information requested by Lender, a listing of all miscellaneous debits and credits to Borrowers, Accounts, sufficient in detail to enable Lender to reconcile the differences, if any, between the balance of Borrowers, Accounts as shown on Lender's books and Records, and the balance of such Accounts shown on Borrowers, books and Records. Upon receipt of such reconciliation, the value of Borrowers, Accounts on Lender's Records shall be adjusted as appropriate and shall be reflected by Borrowers in the next Borrowing Base submitted by Borrowers to Lender hereunderthis Agreement; (h) within five three (53) days after the close of each calendar monthreceipt, and at Lender’s reasonable request, an update and list copies of all changes audit compliance letters and all certificates of registration and related appendices, with respect to the master address list of each Borrower’s Account Debtors;certifications referred to in Section 8.14; and (i) at Lender's request, all Shipping Documents evidencing the shipment of Goods which gave rise to the Accounts, completion certificates or other proof of the satisfactory performance of services that gave rise to an Accountpromptly, and each Borrower’s copy of any written order or contract that gave rise in form to the Account; (j) weeklybe satisfactory to Lender, on or before Tuesday of each week for the calendar week ending on the Friday of the immediately preceding week, a Borrowing Base Certificate of Borrowers.; (k) at Lender’s request, Borrowers shall submit copies of the invoices for each Account of Borrowers and sales journals or such other Records acceptable to Lender.; (m) within ten (10) days after filing, copies of the federal income tax returns filed (together with all schedules) or extensions requested by each Borrower ; and (n) such additional financial information regarding each Borrower and the Borrowers and its operations and financial condition as Lender may, may request from time to time, reasonably require;.

Appears in 1 contract

Samples: Credit Agreement (Maxco Inc)

Furnish Lender. (a) within twenty (20) days after the close of each monthly accounting period in each fiscal year of each Borrower and the BorrowersBorrower, a balance sheet and income statement of each Borrower and the Borrowers as of the end of such monthly accounting period, prepared by the Authorized Financial Officer of each Borrower and the BorrowersBorrower, all in reasonable detail and subject to year-end adjustments, all prepared in accordance with GAAP, together with such other financial statements prepared by each Borrower and the Borrowers for management during such monthly period; ; (b) within forty-five (45) days after the close of each quarterly accounting period in each fiscal year of each Borrower and the BorrowersBorrower, consolidated Consolidated and consolidating income statements and balance sheets and statements of changes in financial position of each Borrower and its Affiliates, if any, and the Borrowers, all as of the end of such quarterly period, prepared by the Authorized Financial Officer of each Borrower, all in reasonable detail, and prepared in accordance with GAAP; ; (c) within ninety (90) days after the close of each fiscal year of each Borrower and the BorrowersBorrower: (i) Consolidated and consolidating income statements and balance sheets of each Borrower, and its Affiliates, if any, and the Borrowers all as of the end of such fiscal year; and and (ii) Consolidated and consolidating statement of stockholders' equity and a statement of changes in financial position; all in reasonable detail, including supporting schedules and comments, such annual statements, to be reviewed by by, an independent certified public accountant selected by each Borrower, and acceptable to Lender, to have been prepared in accordance with GAAP. Lender shall have the right, from time to time, to discuss each Borrower’s 's financial affairs directly with each Borrower’s 's independent certified accountants; ; (d) contemporaneously with each each (i) monthly and quarterly report required by the foregoing paragraphs, a certificate of the Authorized Financial Officer of each Borrower, and (ii) year-year end financial report reports required by the foregoing paragraphs, a certificate copy of Borrower's "management letter" issued by an Authorized Financial Officer of each Borrower, in each case stating that the signer of such certificate has individually reviewed the provisions of this Agreement and that a review of the activities of each Borrower during such monthly, quarterly or yearly period, as the case may be, has been made by or under the supervision of the signer of such certificate with a view to determining whether each Borrower has kept, observed, performed and fulfilled all their obligations under this Agreement, and that, to the best of his/her knowledge, each Borrower has observed and performed each and every undertaking contained in this Agreement and is not at the time in default in the observance or performance of any of the terms and conditions hereof or, if each Borrower shall be so in default, specifying all such defaults and events of which he/she may have knowledge and the proposed cure of such defaults; 's independent certified public accountant; (e) at Lender’s 's request, copies of all receipts, if available or other evidence of the payment, of United States withholding, FICA and other applicable state and local payroll taxes, as such payments are made, and copies of each quarterly, or as otherwise required by the Internal Revenue Service, FICA and FUTA income tax withholding forms filed by each Borrower, each Borrower, acknowledges that each Borrower is responsible for the timely payment, when due, of all such taxes; ; (f) within five (5) days after the close of each calendar month, a Borrowing Base Certificate, an accounts receivable and accounts payable aging and listing all as of the end of the immediately preceding month in form satisfactory to Lender. All agings submitted hereunder shall reflect an allocation to the corresponding invoice(s) of any and all payments or credits (or any part thereof) received or given by Borrowers (or either of them); Borrower; (g) within five (5) days after the close of each calendar month, and at Lender’s 's reasonable request, in form satisfactory to Lender, an Accounts reconciliation which sets forth, together with such other information requested by Lender, a listing of all miscellaneous debits and credits to Borrowers, Borrower's Accounts, sufficient in detail to enable Lender to reconcile the differences, if any, between the balance of Borrowers, Borrower's Accounts as shown on Lender's books and Records, and the balance of such Accounts shown on Borrowers, Borrower's books and Records. Upon receipt of such reconciliation, the value of Borrowers, Borrower's Accounts on Lender's Records shall be adjusted as appropriate and shall be reflected by Borrowers Borrower in the next Borrowing Base submitted by Borrowers Borrower to Lender hereunder; ; (h) within five (5) days after the close of each calendar month, and at Lender’s 's reasonable request, an update and list of all changes to the master address list of each Borrower’s 's Account Debtors; ; (i) at Lender's request, all Shipping Documents evidencing the shipment of Goods which gave rise to the Accounts, completion certificates or other proof of the satisfactory performance of services that gave rise to an Account, and each Borrower’s 's copy of any written order or contract that gave rise to the Account; ; (j) weekly, on or before Tuesday of each week for the calendar week ending on the Friday of the immediately preceding week, a Borrowing Base Certificate of Borrowers.; Borrower; (k) at Lender’s 's request, Borrowers Borrower shall submit copies of the invoices for each Account of Borrowers and Borrower or Borrower's sales journals journal or such other Records acceptable to Lender.; Lender in substitution thereof; (l) within ten (10) days of the close of each quarter, an Inventory Certificate; (m) within ten (10) days after filing, copies of the federal income tax returns filed (together with all schedules) or extensions requested by each Borrower ; and and (n) such additional financial information regarding each Borrower and the Borrowers and its operations and financial condition as Lender may, from time to time, reasonably require;

Appears in 1 contract

Samples: Loan and Security Agreement (Hesperia Holding Inc)