Lender Calls. Following delivery (or, if earlier, required delivery) of the financial statements pursuant to Sections 6.01(a) and 6.01(b) above, the Borrower will promptly host a conference call with the Lenders to review the financial information presented therein at a time selected by the Borrower and reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (i) the applicable financial statements of any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Parent Entity, such information is accompanied by such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.
Appears in 2 contracts
Samples: First Lien Credit Agreement (WCG Clinical, Inc.), First Lien Credit Agreement (WCG Clinical, Inc.)
Lender Calls. Following Prior to a Qualifying IPO, not more than one time each fiscal quarter, at a time to be mutually agreed with, and at the written request of, the Administrative Agent that is promptly after the delivery (or, if earlier, required delivery) of the periodic financial statements pursuant to Sections 6.01(a) and 6.01(b) information required above, the Borrower will promptly host participate in a conference call with the Lenders for lenders to review discuss the financial information presented therein at a time selected by condition and results of operations of the Borrower and reasonably acceptable to its Restricted Subsidiaries for the Administrative Agentmost recently-ended period for which financial statements have been delivered. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (i) the applicable financial statements of any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Parent Entity, such information is accompanied by such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph)exception, other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, Covenant or (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.
Appears in 1 contract
Lender Calls. Following Within ten Business Days after the delivery (or, if earlier, required delivery) of the each set of consolidated financial statements pursuant referred to Sections 6.01(ain Section 9.1(a) and 6.01(b9.1(b) aboveabove (or such longer period as agreed by the Administrative Agent), to the Borrower will promptly host extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the Lenders time and date of such conference call, together with all information necessary to review access the financial information presented therein at a time selected by the Borrower and reasonably acceptable call, to be provided to the Administrative AgentAgent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform). Notwithstanding the foregoing, the obligations in paragraphs clauses (a) and (b) of this Section 6.01 9.1 may be satisfied with respect to financial information of the Borrower and its the Restricted Subsidiaries by furnishing (iA) the applicable financial statements of any Person direct or indirect parent of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (iiB) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, of the Borrower or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided that provided, that, with respect to each of clauses subclauses (iA) and (ii)B) of this Section 9.1, (A) to the extent such information relates to a Parent Entitydirect or indirect parent of the Borrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such supplemental financial parent, on the one hand, and the information (which need not be audited) as is necessary relating to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practiceson a standalone basis, on the other hand. Any financial statements Documents required to be delivered pursuant to clauses (a), (b), and (f) of this Section 6.01 9.1 may be delivered electronically and if so delivered, shall not be required deemed to contain purchase accounting adjustments have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided, that, (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the extent it is not practicable to include Administrative Agent and (B) the Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such adjustments documents on any website 210 LEGAL_US_E # 167910103.1167910103.8 described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such financial statementsdocuments from the Administrative Agent and maintaining its copies of such documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Lender Calls. Following delivery (or, if earlier, Solely to the extent the Borrower is required deliveryto comply with Section 6.01(e) of the financial statements pursuant to Sections 6.01(a) and 6.01(b) aboveFirst Lien Credit Agreement, the Borrower will promptly host a conference shall use commercially reasonable efforts to provide written notice of the access information of such call with the Lenders to review the financial information presented therein at a time selected by the Borrower and reasonably acceptable to the Administrative AgentAgent for distribution to the Lenders. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing (i) the applicable financial statements of any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Parent Entity, such information is accompanied by such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative AgentRequired Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statements.
Appears in 1 contract
Lender Calls. Following delivery The Borrower shall provide for an update call (ori) duringcause the Specified Amendment No. 1 Period, if earlieron every second week occurring Operational Advisor (after the Amendment No. 2 EffectiveOperational Advisor Appointment Date (i.e. commencing with July 15, required delivery2020),) of the financial statements pursuant to Sections 6.01(a) and 6.01(b) above, the Borrower will promptly host a conference be available for an update call with the Lenders to review the financial information presented therein at a time selected by the Borrower and reasonably acceptable to the Administrative Agent. Notwithstanding the foregoing, the obligations in paragraphs (a) each calendar week and (bii) of this Section 6.01 may be satisfied after the Specified Amendment No. 1 Periodprovide for an update call, each month, with respect to financial information the Lenders and senior management of the Borrower and its Subsidiaries by furnishing (i) with appropriate expertise, in each case of the applicable financial statements of any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to each of clauses (i) and (ii), (A) at times reasonably acceptable to the extent such information relates Required Lenders and, in the case of clause (i), the Operational Advisor and, in the case of clause (ii) the Borrower, to a Parent Entitydiscuss the then current Cash Flow ForecastApproved Budget, such information is accompanied by such supplemental financial information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its SubsidiariesBudget Variance ReportReports, the Liquidity Reports, other than reporting delivered pursuant to Section 6.02, union matters, the status of any monetization strategies being pursued by the Borrower and its Subsidiaries Subsidiaries, including an update on the status of the sale of each Specified Amendment No. 3 Real Property, and any other matters (Bincluding business, operational and due diligence matters) reasonably requested by the Lenders. Notwithstanding anything to the extent such information is in lieu of information contrary, neither the Borrower nor any Subsidiary will be required to be provided under disclose or discuss any matter pursuant to this Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to 6.14 (i) an actual that constitutes trade secrets or anticipated breach of a Financial Covenantproprietary information, (ii) an upcoming maturity date; in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law or any binding agreement, (to the extent not created in contemplation of such Loan Party’s obligations under this Section 6.14), or (iii) activities, operations, financial results that is subject to attorney client or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries similar privilege or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall not be required to contain purchase accounting adjustments to the extent it is not practicable to include any such adjustments in such financial statementsconstitutes attorney work product.
Appears in 1 contract
Samples: Credit Agreement (Yellow Corp)
Lender Calls. Following Within ten Business Days after the delivery (or, if earlier, required delivery) of the each set of consolidated financial statements pursuant referred to Sections 6.01(ain Section 9.1(a) and 6.01(b9.1(b) aboveabove (or such longer period as agreed by the Administrative Agent), to the Borrower will promptly host extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the Lenders time and date of such conference call, together with all information necessary to review access the financial information presented therein at a time selected by the Borrower and reasonably acceptable call, to be provided to the Administrative AgentAgent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in paragraphs clauses (a) and (b) of this Section 6.01 9.1 may be satisfied with respect to financial information of the Borrower Borrowers and its the Restricted Subsidiaries by furnishing (iA) the applicable financial statements of any Person direct or indirect parent of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) Borrowers or (iiB) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided that provided, that, with respect to each of clauses subclauses (iA) and (ii)B) of this Section 9.1, (A) to the extent such information relates to a Parent Entitydirect or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such supplemental financial parent, on the one hand, and the information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) relating to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties Borrowers and the Restricted Subsidiaries or (iv) changes in accounting principles or practiceson a standalone basis, on the other hand. Any financial statements Documents required to be delivered pursuant to this Section 6.01 9.1 may be delivered electronically and if so delivered, shall not be required deemed to contain purchase accounting adjustments have been delivered on the earliest date on which (i) the Borrowers post such documents, or provides a link thereto, on the Borrowers’ website on the Internet; (ii) such documents are posted on the Borrowers’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the extent it is not practicable to include Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such adjustments documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such financial statementsdocuments from the Administrative Agent and maintaining its copies of such documents.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Lender Calls. Following Within ten Business Days after the delivery (or, if earlier, required delivery) of the each set of consolidated financial statements pursuant referred to Sections 6.01(ain Section 9.1(a) and 6.01(b9.1(b) aboveabove (or such longer period as agreed by the Administrative Agent), to the Borrower will promptly host extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the Lenders time and date of such conference call, together with all information necessary to review access the financial information presented therein at a time selected by the Borrower and reasonably acceptable call, to be provided to the Administrative AgentAgent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in paragraphs clauses (a) and (b) of this Section 6.01 9.1 may be satisfied with respect to financial information of the Borrower Borrowers and its the Restricted Subsidiaries by furnishing (iA) the applicable financial statements of any Person direct or indirect parent of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) Borrowers or (iiB) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided that provided, that, with respect to each of clauses subclauses (iA) and (ii)B) of this Section 9.1, (A) to the extent such information relates to a Parent Entitydirect or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such supplemental financial parent, on the one hand, and the information (which need not be audited) as is necessary to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) relating to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties Borrowers and the Restricted Subsidiaries or (iv) changes in accounting principles or practiceson a standalone basis, on the other hand. Any financial statements Documents required to be delivered pursuant to this Section 6.01 9.1 may be delivered electronically and if so delivered, shall not be required deemed to contain purchase accounting adjustments have been delivered on the earliest date on which (i) the Borrowers post such documents, or provides a link thereto, on the Borrowers’ website on the Internet; (ii) such documents are posted on the Borrowers’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the extent it is not practicable to include any such adjustments in such financial statements.Administrative Agent and
Appears in 1 contract
Samples: Second Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)
Lender Calls. Following delivery (orPrior to an IPO, if earlier, required delivery) of to the financial statements pursuant to Sections 6.01(a) and 6.01(b) aboveextent requested by the Administrative Agent, the Borrower will promptly host a shall conduct quarterly conference call calls with management of the Borrower and the Lenders to review the financial information presented therein (at a time selected such times as reasonably agreed by the Borrower and reasonably acceptable the Administrative Agent) to discuss the financial performance of the Borrower and the Restricted Subsidiaries. Documents required to be delivered pursuant to clauses (a), (b), and (g) of this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided that (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative AgentAgent and (B) the Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by furnishing (iA) the applicable financial statements of any Person of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (ii) the Borrower’s or a Parent Entity’s Form 10-K or 10-QQ (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SECSEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings); provided that with respect to each of clauses (i) and (ii), (A) to the extent such information relates to a Parent Entityparent of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such supplemental financial parent, on the one hand, and the information (which need not be audited) as is necessary relating to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Restricted Subsidiaries on a stand-alone basis, on the other hand. Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (Bd) to the extent such information is in lieu of information required above are hereby deemed to be provided under Section 6.01(a)suitable for distribution, such materials are accompanied and to be made available, to all Lenders and may be treated by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties Agent and the Restricted Subsidiaries or (iv) changes in accounting principles or practices. Any financial statements required to be delivered pursuant to this Section 6.01 shall Lenders as not be required to contain purchase accounting adjustments to the extent it is not practicable to include containing any such adjustments in such financial statementsmaterial nonpublic information.
Appears in 1 contract
Lender Calls. Following Within ten Business Days after the delivery (or, if earlier, required delivery) of the each set of consolidated financial statements pursuant referred to Sections 6.01(ain Section 9.1(a) and 6.01(b9.1(b) aboveabove (or such longer period as agreed by the Administrative Agent), to the Borrower will promptly host extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the Lenders time and date of such conference call, together with all information necessary to review access the financial information presented therein at a time selected by the Borrower and reasonably acceptable call, to be provided to the Administrative AgentAgent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform). Notwithstanding the foregoing, the obligations in paragraphs clauses (a) and (b) of this Section 6.01 9.1 may be satisfied with respect to financial information of the Borrower and its the Restricted Subsidiaries by furnishing (iA) the applicable financial statements of any Person direct or indirect parent of which the Borrower is a Subsidiary (such Person, a “Parent Entity”) or (iiB) the Borrower’s or a Parent Entity’s Form 10-K or 10-Q, as applicable, of the Borrower or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided that provided, that, with respect to each of clauses subclauses (iA) and (ii)B) of this Section 9.1, (A) to the extent such information relates to a Parent Entitydirect or indirect parent of the Borrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such supplemental financial parent, on the one hand, and the information (which need not be audited) as is necessary relating to eliminate the accounts of such Parent Entity and each of its Subsidiaries, other than the Borrower and its Subsidiaries and (B) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of the Borrower’s auditor on the Closing Date, any other accounting firm of nationally or regionally recognized standing or another accounting firm reasonably acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any explanatory statement as to the Borrower’s ability to continue as a “going concern” or like qualification or exception (excluding any “emphasis of matter” paragraph), other than any such statement, qualification or exception resulting from or relating to (i) an actual or anticipated breach of a Financial Covenant, (ii) an upcoming maturity date; (iii) activities, operations, financial results or liabilities of any Person other than the Loan Parties and the Restricted Subsidiaries or (iv) changes in accounting principles or practiceson a standalone basis, on the other hand. Any financial statements Documents required to be delivered pursuant to clauses (a), (b), and (f) of this Section 6.01 9.1 may be delivered electronically and if so delivered, shall not be required deemed to contain purchase accounting adjustments have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto, on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx; provided, that, (A) the Borrower shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the extent it is not practicable to include Administrative Agent and (B) the Borrower shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such adjustments documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such financial statementsdocuments from the Administrative Agent and maintaining its copies of such documents.
Appears in 1 contract
Samples: First Lien Credit Agreement (Aveanna Healthcare Holdings, Inc.)