Common use of Future Financial Statements Clause in Contracts

Future Financial Statements. Furnish to each of the Banks (a) within ninety (90) days after and as at the close of each fiscal year, a Consolidated balance sheet and Consolidated statements of operations and earnings and changes in financial position of the Company and all Subsidiaries (including, without limitation, the Borrower), each examined and reported upon by an independent certified public accounting firm reasonably satisfactory to the Banks, and prepared in accordance with GAAP, which report shall not contain any qualification or disclaimer of opinion by reason of audit limitations imposed by Borrower or Company, together with Compliance Certificates in the forms of Exhibits A and B certified by an appropriate financial officer of the Borrower and the Company; (b) promptly, after preparation, copies of all such proxy statements, financial statements and reports which the Company sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Company files with the Securities and Exchange Commission, including, but not limited to, Forms 10-K and 10-Q; (c) promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan; (d) within forty-five (45) days after and as at the close of each of its fiscal quarters of each year, a Consolidated and consolidating balance sheet and related Consolidated and consolidating statement of operations and earnings and changes in financial position of the Company and all Subsidiaries (including, without limitation, the Borrower) for the previous fiscal quarter and from the beginning of the fiscal year to the end of such fiscal quarter, except consolidating financial statements shall only be required as of and for the period ending at the close of a fiscal year, together with comparisons to the previous year, if appropriate, and to budget projections, prepared by the Company internally in accordance with GAAP, and certified by an appropriate financial officer of Borrower and Company, together with a Compliance Certificate - Financial Covenants in the form of Exhibit A; (e) any and all information regarding Borrower's and the Company's business, condition or operations, financial or otherwise, which is furnished to any other creditor, upon the request of the Banks; and (f) such additional information, books, records, reports or statements as the Administrative Agent or any of the Banks may from time to time reasonably request regarding the financial and business affairs of the Borrower, the Company and each Subsidiary, all prepared in form and detail satisfactory to the Banks.

Future Financial Statements. Furnish to HSBC Bank (a) within forty-five (45) days after the end of each quarter of each of its fiscal years, unaudited financial statements of the Banks Company and its Subsidiaries, which statements shall consist of Consolidated and summary consolidating balance sheets as of the end of such quarter, and related statements of income, covering the period from the end of the Company's immediately preceding fiscal year to the end of such quarter certified to be correct by the President or chief fiscal officer of the Company, who shall also furnish to HSBC Bank a Compliance Certificate; (ab) within ninety (90) days after and as at the close end of each of its fiscal yearyears, audited Consolidated financial statements of the Company and its Subsidiaries, which shall consist of a Consolidated balance sheet as of the end of such year and Consolidated the related statements of operations and income, retained earnings and changes cash flows covering such fiscal year, prepared and certified, in the case of such Consolidated financial position of the Company and all Subsidiaries (includingstatements, without limitationby Ernst & Young LLP, the Borrower), each examined and reported upon by an or other independent certified public accounting firm reasonably accountants satisfactory to HSBC Bank and the Banks, and prepared in accordance with GAAP, which report shall not contain any qualification or disclaimer of opinion by reason of audit limitations imposed by Borrower or Company, together with a Compliance Certificates in Certificate from the forms President or Vice President and Treasurer of Exhibits A and B certified by an appropriate financial officer of the Borrower and the Company; (bc) promptly, after preparation, their preparations copies of all such proxy statements, financial statements and reports which the Company sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Company files with the Securities and Exchange Commission, including, but not limited to, Forms 10-K and 10-Q; (cd) promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan; (de) within forty-five (45) days after and as at by the close end of each of its fiscal quarters of each yearyears, a Consolidated forecast of the statements of income and consolidating balance sheet cash flows as of and related Consolidated and consolidating statement through the close of operations and earnings and changes in financial position its following fiscal year of the Company and all Subsidiaries (including, without limitation, the Borrower) for the previous fiscal quarter and from the beginning of the fiscal year to the end of such fiscal quarter, except consolidating financial statements shall only be required as of and for the period ending at the close of a fiscal year, together with comparisons to the previous year, if appropriate, and to budget projections, prepared by the Company internally in accordance with GAAP, and certified by an appropriate financial officer of Borrower and Company, together with a Compliance Certificate - Financial Covenants in the form of Exhibit A; (e) any and all information regarding Borrower's and the Company's business, condition or operations, financial or otherwise, which is furnished to any other creditor, upon the request of the BanksSubsidiaries; and (f) such additional information, books, records, reports or statements (including, without limitation, a Compliance Certificate) as the Administrative Agent or any of the Banks HSBC Bank may from time to time reasonably request regarding the financial and business affairs of the Borrower, the Company and each Subsidiary, all prepared in form and detail satisfactory to the BanksSubsidiaries.

Future Financial Statements. Furnish to HSBC Bank (a) within forty-five (45) days after the end of each quarter of each of its fiscal years, unaudited financial statements of the Banks Company and its Subsidiaries, which statements shall consist of Consolidated and summary consolidating balance sheets as of the end of such quarter, and related statements of income, covering the period from the end of the Company’s immediately preceding fiscal year to the end of such quarter certified to be correct by the President or chief fiscal officer of the Company, who shall also furnish to HSBC Bank a Compliance Certificate; (ab) within ninety (90) days after and as at the close end of each of its fiscal yearyears, a audited Consolidated balance sheet and Consolidated financial statements of operations and earnings and changes in financial position of the Company and all Subsidiaries (includingits Subsidiaries, without limitationwhich shall consist of a Consolidated and consolidating balance sheet as of the end of such year and the related statements of income, retained earnings and cash flows covering such fiscal year, audited by and together with an opinion of, in the Borrower)case of such Consolidated financial statements, each examined and reported upon by an Ernst & Young LLP, or other independent certified public accounting firm reasonably accountants satisfactory to the Banks, and prepared in accordance with GAAP, which report shall not contain any qualification or disclaimer of opinion by reason of audit limitations imposed by Borrower or CompanyHSBC Bank, together with a Compliance Certificates in Certificate from the forms President or Vice President and Treasurer of Exhibits A and B certified by an appropriate financial officer of the Borrower and the Company; (bc) within twenty-five (25) days after each month-end which is not the end of a fiscal quarter of Company, monthly year-to-date consolidating internally prepared financial statements of Company and its Subsidiaries; (d) promptly, after preparation, their preparations copies of all such proxy statements, financial statements and reports which the Company sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Company files with the Securities and Exchange Commission, including, but not limited to, Forms 10-K and 10-Q; (ce) promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan; (df) within forty-five (45) days after and as at by the close end of each of its fiscal quarters of each yearyears, a Consolidated forecast of the statements of income and consolidating balance sheet cash flows as of and related Consolidated and consolidating statement through the close of operations and earnings and changes in financial position its following fiscal year of the Company and all Subsidiaries the Subsidiaries; and (g) such additional information, reports or statements (including, without limitation, the Borrower) for the previous fiscal quarter and from the beginning of the fiscal year to the end of such fiscal quarter, except consolidating financial statements shall only be required as of and for the period ending at the close of a fiscal year, together with comparisons to the previous year, if appropriate, and to budget projections, prepared by the Company internally in accordance with GAAP, and certified by an appropriate financial officer of Borrower and Company, together with a Compliance Certificate - Financial Covenants in the form of Exhibit A; (eCertificate) any and all information regarding Borrower's and the Company's business, condition or operations, financial or otherwise, which is furnished to any other creditor, upon the request of the Banks; and (f) such additional information, books, records, reports or statements as the Administrative Agent or any of the Banks HSBC Bank may from time to time reasonably request regarding the financial and business affairs of the Borrower, the Company and each Subsidiary, all prepared in form and detail satisfactory to the BanksSubsidiaries.

Future Financial Statements. Furnish to each of the Banks Lender:. (a) within ninety Within one hundred and twenty (90120) days after and as at the close end of each fiscal year of the Borrower, (i) audited Consolidating and Consolidated financial statements of Borrower and its Subsidiaries as of the end of such year, fairly presenting Borrower’s financial position, which statements shall consist of a Consolidated balance sheet and Consolidated related statements of operations income, retained earnings, and earnings cash flow covering the period of Bxxxxxxx’s immediately preceding fiscal year, and changes in financial position of the Company and all Subsidiaries (including, without limitation, the Borrower), each examined and reported upon which shall be prepared by an independent certified public accounting firm reasonably accountants satisfactory to the BanksLender, (ii) a copy of any Management Letter delivered by such accountants to Borrower in connection with any such audited financial statements, and prepared in accordance with GAAP, which report shall not contain any qualification or disclaimer (iii) updated ccertificates of opinion by reason of audit limitations imposed by Borrower or Company, together with Compliance Certificates in the forms of Exhibits A and B certified by an appropriate financial officer of the Borrower and the Company; insurance. (b) promptly, after preparation, copies of all such proxy statements, financial statements and reports which the Company sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Company files with the Securities and Exchange Commission, including, but not limited to, Forms 10-K and 10-Q; (c) promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan; (d) within Within forty-five (45) days after and as at the close end of each fiscal quarter, internally prepared and third party CPA Reviewed Consolidated financial statements of Borrower and its Subsidiaries as of the end of such fiscal quarters quarter, fairly presenting their financial position, which statements shall consist of each year, a Consolidated and consolidating balance sheet and related Consolidated statements of income, retained earnings, and consolidating statement of operations and earnings and changes in financial position cash flow covering the period from the end of the Company and all Subsidiaries (including, without limitation, the Borrower) for the previous fiscal quarter and from the beginning of the immediately preceding fiscal year to the end of such fiscal quarter, except consolidating financial statements shall only be required all in such detail as of the Lender may request and for the period ending at the close of a fiscal year, together with comparisons to the previous year, if appropriate, and to budget projections, prepared by the Company internally in accordance with GAAP, signed and certified by an appropriate the Borrower to fairly present the financial officer condition of the Borrower and Companyits Subsidiaries in all material respects, together with and at the end of each quarter accompanied by a completed Compliance Certificate - Financial Covenants in the form of Exhibit A; D attached hereto and made a part hereof. (c) Within thirty (30) days after the start of each fiscal year of Borrower, a financial budget for the next succeeding fiscal year of Borrower including projected income statements and a balance sheet covering such fiscal year (“Annual Budget”), and a one-page management summary description of operations of Borrower during the then current fiscal year to date or, if longer, from the date of the last such management summary delivered to the Lender. (d) Upon request from the Lender, promptly following filing with the appropriate Government Authority, copies of the federal and state income tax returns for the Companies. (e) any and all information regarding Within forty-five (45) days of each quarter end except the Borrower's and ’s fiscal year end in which case the Company's businessBorrower shall have sixty (60) days from its fiscal year end, condition or operations, financial or otherwise, which is furnished to any other creditor, upon the request Borrower shall supply the Lender with a completed Compliance Certificate from the Borrower in the form of the Banks; and Exhibit D attached hereto. (f) such Such additional information, books, records, reports information or statements change in formatting or frequency as the Administrative Agent or any of the Banks Lender may from time to time reasonably request regarding the financial and business affairs of the Borrower, the Company and each Subsidiary, all prepared in form and detail satisfactory to the BanksBxxxxxxx.

Future Financial Statements. Furnish to each of the Banks Lender: (a) within ninety Within one hundred and twenty (90120) days after and as at the close end of each fiscal year of the Borrower, (i) audited financial statements of Borrower as of the end of such year, fairly presenting Borrower’s financial position, which statements shall consist of a Consolidated balance sheet and Consolidated related statements of operations income, retained earnings, and earnings cash flow covering the period of Borrower immediately preceding fiscal year, and changes in financial position of the Company and all Subsidiaries (including, without limitation, the Borrower), each examined and reported upon which shall be prepared by an independent certified public accounting firm reasonably accountants satisfactory to Borrower and the Lender, (ii) a completed Compliance Certificate from the Borrower in the form of Exhibit C attached hereto, (iii) a copy of any Management Letter delivered by such accountants to Borrower in connection with any such audited financial statements and (iv) a Receivables aging report and an Inventory summary report signed by the Borrower in form satisfactory to the Banks, and prepared in accordance with GAAP, which report shall not contain any qualification or disclaimer of opinion by reason of audit limitations imposed by Borrower or Company, together with Compliance Certificates in the forms of Exhibits A and B certified by an appropriate financial officer of the Borrower and the Company; Lender. (b) promptlyWithin thirty (30) days after the end of each month of the Borrower, financial statements of Borrower as of the end of such month, fairly presenting its financial position, which statements shall consist of a balance sheet and related statements of income, retained earnings, and cash flow covering the period from the end of the immediately preceding fiscal year to the end of such quarter, all in such detail as the Lender may request. (c) Furnish to the Lender, within thirty (30) days after the end of each quarter after the date hereof during the term of this Agreement or more frequently if requested by the Lender, with respect to Borrower, a Compliance Certificate, in form and content satisfactory to the Lender. (d) Promptly after their preparation, copies of all such proxy statements, financial registration statements and annual or quarterly reports that Borrower is required to file with the SEC on Form 10-K or 10-Q (or any successor form) which the Company sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Company Borrower files with the Securities and Exchange Commission, including, but not limited to, Forms 10-K and 10-Q; (c) promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan; (d) within forty-five (45) days after and as at the close of each of its fiscal quarters of each year, a Consolidated and consolidating balance sheet and related Consolidated and consolidating statement of operations and earnings and changes in financial position of the Company and all Subsidiaries (including, without limitation, the Borrower) for the previous fiscal quarter and from the beginning of the fiscal year to the end of such fiscal quarter, except consolidating financial statements shall only be required as of and for the period ending at the close of a fiscal year, together with comparisons to the previous year, if appropriate, and to budget projections, prepared by the Company internally in accordance with GAAP, and certified by an appropriate financial officer of Borrower and Company, together with a Compliance Certificate - Financial Covenants in the form of Exhibit A; . (e) any and all Such additional information regarding Borrower's and the Company's business, condition or operations, financial or otherwise, which is furnished to any other creditor, upon the request of the Banks; and (f) such additional information, books, records, reports or statements as the Administrative Agent or any of the Banks Lender may from time to time reasonably request regarding the financial and business affairs of the Borrower, the Company and each Subsidiary, all prepared in form and detail satisfactory to the Banks.

Future Financial Statements. Furnish to each of Agents and the Banks Lenders: (a) within ninety (90) Within 90 days after and as at of the close of each fiscal the Fiscal Year and for such Fiscal Year, Financial Statements, on a consolidated and consolidating basis, for the prior year, together with a Consolidated balance sheet and Consolidated statements of operations and earnings and changes in financial position comparison of the Company Financial Statements and all the Projections for such year in each case accompanied by (a) an opinion of the Auditors relating to Westcon and its Subsidiaries (includingon a consolidated basis without qualification or exception, without limitation, the Borrower), each examined which opinion shall be in scope and reported upon by an independent certified public accounting firm reasonably substance satisfactory to the BanksArranger and Collateral Agents, (b) such Auditors' "Management Letter" to Westcon and/or the Borrowers, if any, (c) a written statement signed by the Auditors stating that in the course of the regular audit of the business of Westcon and prepared its Subsidiaries on a consolidated basis, which audit was conducted by the Auditors in accordance with GAAP, which report the Auditors have not obtained any knowledge of the existence of any Event of Default or Incipient Default regarding the financial covenants set forth in this Agreement, or, if such Auditors shall not contain have obtained from such examination any qualification such knowledge, they shall disclose in such written statement the existence of such Event of Default or disclaimer of opinion by reason of audit limitations imposed by Borrower or Company, together with Incipient Default and the nature thereof; and (ii) a Compliance Certificates Certificate in the forms form of Exhibits A Exhibit B annexed hereto and B certified by an appropriate financial officer made a part hereof ("Compliance Certificate") as of the Borrower end of such Fiscal Year, stating whether Westcon and the Company; Borrowers, as the case may be, are in compliance with the financial covenants set forth in this Agreement. (b) promptly, after preparation, copies of all such proxy statements, financial statements As soon as available and reports which the Company sends to its stockholders, and copies of all regular, periodic and special reports, as well as all registration statements, which the Company files with the Securities and Exchange Commission, including, but not limited to, Forms 10-K and 10-Q; (c) promptly after the filing thereof with the Pension Benefit Guaranty Corporation, a copy of each annual report filed with respect to each Plan; (d) in any event within forty-five (45) days after and as at the close end of each Fiscal Quarter (i) Financial Statements, on a consolidated and consolidating basis, as of its fiscal quarters the end of such period and for the Fiscal Year to date, together with a comparison to the Financial Statements and the Projections for the same periods in the prior year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and except for the absence of footnotes) by the chief executive officer or chief financial officer of Westcon as having been prepared in accordance with GAAP; and (ii) a Compliance Certificate stating whether Westcon and the Borrowers, as the case may be, are in compliance with the financial covenants set forth in Sections 9.21 through and including 9.22 hereof. (c) As soon as available and in any event within thirty (30) days after the end of each yearmonth, Financial Statements, on a consolidated and consolidating basis, as of the end of such month and the information required by Section 9.12(a), if applicable, all in reasonable detail and duly certified by the chief executive officer or chief financial officer of Westcon as having been prepared in accordance with GAAP. (d) As soon as available and in any event within thirty (30) days after the end of each Fiscal Year (i) the Projections, broken down by quarter, for the current and following Fiscal Year; and (ii) if composed, a Consolidated narrative discussion relating to such Projections. (e) As soon as available and consolidating balance sheet and related Consolidated and consolidating statement in any event within thirty (30) days after the end of operations and earnings and changes in financial position of the Company and all Subsidiaries (including, without limitation, the Borrower) for the previous each fiscal quarter and of Westcon revised Projections, broken down by quarter, for (i) the current Fiscal Year from the beginning of the such fiscal year quarter to the end of such fiscal quarterthe Fiscal Year and (ii) the following Fiscal Year. (f) Within thirty (30) days following the commencement of each Fiscal Year, except consolidating Projections for the coming three years and monthly projections for each of Westcon and the Borrowers for the coming year, in the same format as used for the financial statements shall only be required as pursuant to 8.2(a) above. (g) Promptly after Westcon or any Borrower obtains knowledge of and for (i) the period ending at occurrence of an Event of Default or an Incipient Default, or (ii) the close existence of any condition or event which would result in any failure to satisfy the conditions precedent to Advances or the issuance of any Letters of Credit set forth in Article III, a fiscal year, together with comparisons to certificate of the previous year, if appropriate, and to budget projections, prepared by the Company internally in accordance with GAAP, and certified by an appropriate chief executive officer or chief financial officer of Westcon specifying the nature thereof and its proposed response thereto, each in reasonable detail. (h) Promptly after Westcon or any Borrower and Company, together with a Compliance Certificate - Financial Covenants in the form obtains knowledge of Exhibit A; (ei) any and all information regarding Borrower's and the Company's business, condition proceedings being instituted or operations, financial threatened to be instituted by or otherwise, which is furnished to against Westcon or either Borrower or any other creditorObligor in any federal, upon the request state, provincial, local or foreign court or before any commission or other regulatory body (federal, state, provincial, local or foreign), or (ii) any actual or prospective change, development or event which, in any such case, has had or could be expected to have a Material Adverse Effect, a certificate of the Banks; chief executive officer or chief financial officer of Westcon specifying the nature thereof and Westcon's proposed response thereto, each in reasonable detail. (fi) such additional informationPromptly after Westcon or any Borrower obtains knowledge that (i) any order, books, records, reports judgment or statements as the Administrative Agent decree in excess of $750,000 shall have been entered against Westcon or either Borrower or any other Obligor or any of their respective properties or assets, or (ii) it has received any notification of a violation of any applicable laws, rules or regulations of any Governmental Authority, a certificate of the Banks chief executive officer or chief financial officer of Westcon specifying the nature thereof and Westcon's proposed response thereto, each in reasonable detail. (j) Promptly after Westcon learns of any labor dispute to which it, either Borrower or any Obligor may become a party, any strikes or walkouts relating to any of its plants or other facilities, and the expiration of any labor contract to which it, either Borrower or any Obligor are a party or by which it is bound, a certificate of the chief executive officer or chief financial officer of Westcon specifying the nature thereof and Westcon's proposed response thereto, each in reasonable detail. (k) Such additional information as Arranger or either Collateral Agent may from time to time reasonably request regarding the financial and business affairs of the BorrowerWestcon, the Company and each either Borrower or any Subsidiary, all prepared in form and detail satisfactory to the Banks.