Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender: (a) promptly after a Responsible Officer’s learning thereof, (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries; (b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget; (c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof; (d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000; (e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower; (f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound; (g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000; (h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries; (i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing; (j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and (k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower; (m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default. (n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and (o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Swisher Hygiene Inc.), Credit Agreement (Swisher Hygiene Inc.)
Other Business and Financial Information. The Borrower will deliver to ---------------------------------------- the Administrative Agent and each Lenderfollowing:
(a) promptly after To each Lender, concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereof, Compliance Certificate in the form of Exhibit C-1 (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (ithe financial statements described in Section 5.1) or Exhibit C-2 (iiin the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Parent (or a vice president of the Parent having significant responsibility for financial matters), would be reasonably likely to have, individually or together in each case with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the aggregate, a Material Adverse Effect if decided adversely to Worksheets as of the Borrower or its Subsidiarieslast day of the period covered by such financial statements;
(b) As soon as availableTo each Lender, but in any event no later than 90 days following the commencement of each fiscal year, beginning concurrently with the 2011 fiscal year, a consolidated operating budget delivery of the annual report for the Borrower and its Subsidiaries for such fiscal year (prepared Parent on a quarterly basisForm 10-K described in Section 5.1(b), consisting (i) a report thereon by KPMG Peat Marwick, LLP, , or another independent certified public accounting firm of a consolidated balance sheet recognized national standing reasonably acceptable to the Required Lenders, that is not qualified as to going concern or scope of audit and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of financial statements present fairly the consolidated financial position condition and results of operations of the Borrower Parent and its Subsidiaries Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such 50 year, and (ii) a report by such accountants to the effect that, based on and in connection with their examination of the financial statements of the Parent and its Subsidiaries, they obtained no knowledge of the occurrence or existence of any Default or Event of Default relating to accounting or financial reporting matters, or a statement specifying the nature and period covered therebyof existence of any such Default or Event of Default disclosed by their audit; and as soon as available from time provided, however, -------- ------- that such accountants shall not be liable by reason of the failure to time thereafter, obtain knowledge of any modifications Default or revisions to Event of Default that would not be disclosed or restatements revealed in the course of such budgettheir audit examination;
(c) Promptly upon receipt thereofTo each Lender, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material matters and proxy statements that the Borrower Parent or any of its Subsidiaries shall send or make available generally to its the Parent's shareholders, ; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Parent or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange CommissionSEC, the National Association of Securities Dealers, Inc. or any national securities exchange, and ; (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andextent permitted by Applicable Law, if so deliveredall significant reports on examination or other similar significant reports, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the Borrower;
(m) promptly, but in NAIC or any event within five Business Days after the Borrower becomes aware of the occurrence of any Default Insurance Regulatory Authority or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take Governmental Authority with respect theretoto any Insurance Subsidiary's insurance business; and
(oiv) as promptly as reasonably possible, such other information about all significant filings made under applicable state insurance holding company acts by the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent Parent or any Lender may from time of its Subsidiaries, including, without limitation, filings seeking approval of material transactions with Affiliates; and (v) all material information sent by the Parent or any of its Subsidiaries to time reasonably request.rating agencies, including without limitation Moody's, Standard & Poor's, A.
Appears in 2 contracts
Samples: Credit Agreement (Markel Holdings Inc), Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any of its Subsidiariesfinancial statements being delivered thereunder, as applicable, to be covered executed by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; by such financial statements and as soon as available from time containing explanatory footnotes of all pro forma adjustments and all adjustments to time thereafter, any modifications or revisions to or restatements of such budgetConsolidated EBITDA;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lb) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholdersstockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party the Borrower shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, SEC and (iii) all press releases (excluding member notes and other statements circulars) made available generally by the Borrower or any Credit Party Subsidiary thereof to the public concerning material developments in the business of the Credit PartiesBorrower and its Subsidiaries; provided that notwithstanding anything to the items required to be delivered pursuant to this contrary included in Section may be delivered electronically and5.1, if so delivered, the Borrower shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice shall be required to be provided by the BorrowerBorrower to the Administrative Agent and the Lenders with respect thereto;
(mc) promptly, but Promptly upon (and in any event within five Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature of such Default or Event of Default;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and period any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) any change in the Debt Ratings;
(iv) any change in the information provided in any Beneficial Ownership Certification previously delivered by the Borrower that would result in a change to the list of existence thereof and beneficial owners identified in parts (c) or (d) of such certification, if applicable (it being understood that disclosure of any such change in the action that Borrower’s SEC filings shall be deemed to satisfy the affected Credit Parties have taken and propose to take with respect theretorequirements of this Section 5.2(c)(iv)); and
(ov) as any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect.
(d) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 2 contracts
Samples: Credit Agreement (Intercontinental Exchange, Inc.), Credit Agreement (Intercontinental Exchange, Inc.)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange or Self-Regulatory Organization, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties; provided that notwithstanding anything to the contrary included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(d) at the time such information is posted thereon and no further notice shall be required to be provided by the Borrower to the Administrative Agent and the Lenders with respect thereto;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(e)(ii);
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to which have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, the Borrower or any of its Subsidiaries, is where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract (including without limitation, the agreement between the Borrower and LCH.Clearnet for the provision of clearing services) or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (y) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any real property leased, operated or owned by the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries’ discovery of a basis for any such Environmental Claim; or (z) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries or release of any Hazardous Substance; but in each case under clauses (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2010 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange or Self-Regulatory Organization, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties; provided that notwithstanding anything to the contrary included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(d) at the time such information is posted thereon and no further notice shall be required to be provided by the Borrower to the Administrative Agent and the Lenders with respect thereto;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(e)(ii);
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to which have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, the Borrower or any of its Subsidiaries, is where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract (including without limitation, the agreement between the Borrower and LCH.Clearnet for the provision of clearing services) or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (y) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any real property leased, operated or owned by the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries’ discovery of a basis for any such Environmental Claim; or (z) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries or release of any Hazardous Substance; but in each case under clauses (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Intercontinentalexchange Inc), Credit Agreement (Intercontinentalexchange Inc)
Other Business and Financial Information. The Parent Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any of its Subsidiariesfinancial statements being delivered thereunder, as applicable, to be covered executed by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to Parent Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; by such financial statements and as soon as available from time containing explanatory footnotes of all pro forma adjustments and all adjustments to time thereafter, any modifications or revisions to or restatements of such budgetConsolidated EBITDA;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lb) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Parent Borrower shall send or make available generally to its shareholdersstockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party the Parent Borrower shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, SEC and (iii) all press releases (excluding member notes and other statements circulars) made available generally by the Parent Borrower or any Credit Party Subsidiary thereof to the public concerning material developments in the business of the Credit PartiesParent Borrower and its Subsidiaries; provided that notwithstanding anything to the items required to be delivered pursuant to this contrary included in Section may be delivered electronically and5.1, if so delivered, the Parent Borrower shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written given notice to the Administrative Agent and each Lender of the posting on the Parent Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice shall be required to be provided by the BorrowerParent Borrower to the Administrative Agent and the Lenders with respect thereto;
(mc) promptly, but Promptly upon (and in any event within five Business Days after after) any Responsible Officer of any Borrower obtaining knowledge thereof, written notice of any of the Borrower becomes aware of following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Parent Borrower setting forth specifying the nature of such Default or Event of Default;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Parent Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and period of existence thereof and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) any change in the action that the affected Credit Parties have taken and propose to take with respect theretoDebt Ratings; and
(oiv) as any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect.
(d) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Parent Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 2 contracts
Samples: Credit Agreement (Intercontinental Exchange, Inc.), Credit Agreement (IntercontinentalExchange Group, Inc.)
Other Business and Financial Information. The Borrower will deliver deliver, or cause to be delivered, to the Administrative Agent and the Administrative Agent shall promptly deliver to each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 5.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate in substantially the commencement form of any material litigation affecting Exhibit C with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any of its Subsidiariesfinancial statements then being delivered, as applicable, to be covered executed by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Sections 6.1 through 6.3 as of the Borrower and its Subsidiaries for last day of the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of by such budgetfinancial statements;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lb) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party the Borrower shall render to or file with the Securities and Exchange CommissionSEC, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party the Borrower to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(mc) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Insurance Regulatory Authority of (y) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event which has resulted in or could reasonably be expected to result in material liability to the Borrower or any of its Subsidiaries, together with (x) a written statement of a Responsible Officer of the Borrower, specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that is required to be filed by the Borrower or any ERISA Affiliate, as applicable, with the PBGC and (z) a copy of any notice delivered by the PBGC to the Borrower or its ERISA Affiliate, as the case may be, with respect to such ERISA Event;
(v) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract, where such default or the termination or cancellation thereof is reasonably likely to have a Material Adverse Effect;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Borrower or any of its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(vii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(od) as Promptly, notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party which would be reasonably likely to have a Material Adverse Effect;
(e) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or Agent, at the request of any Lender Lender, may from time to time reasonably request;
(f) Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation; and
(g) any change in the information provided in the Beneficial Ownership Certification delivered to such Lender that would result in a change to the list of beneficial owners identified in such certification.
Appears in 2 contracts
Samples: Credit Agreement (Selective Insurance Group Inc), Credit Agreement (Selective Insurance Group Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any of its Subsidiariesfinancial statements being delivered thereunder, as applicable, to be covered executed by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenant set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; by such financial statements and as soon as available from time containing explanatory footnotes of all pro forma adjustments and all adjustments to time thereafter, any modifications or revisions to or restatements of such budgetConsolidated EBITDA;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lb) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholdersstockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party the Borrower shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, SEC and (iii) all press releases (excluding member notes and other statements circulars) made available generally by the Borrower or any Credit Party Subsidiary thereof to the public concerning material developments in the business of the Credit PartiesBorrower and its Subsidiaries; provided that notwithstanding anything to the items required to be delivered pursuant to this contrary included in Section may be delivered electronically and5.1, if so delivered, the Borrower shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice shall be required to be provided by the BorrowerBorrower to the Administrative Agent and the Lenders with respect thereto;
(mc) promptly, but Promptly upon (and in any event within five Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature of such Default or Event of Default;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and period any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) any change in the Debt Ratings;
(iv) any change in the information provided in any Beneficial Ownership Certification previously delivered by the Borrower that would result in a change to the list of existence thereof and beneficial owners identified in parts (c) or (d) of such certification, if applicable (it being understood that disclosure of any such change in the action that Borrower’s SEC filings shall be deemed to satisfy the affected Credit Parties have taken and propose to take with respect theretorequirements of this Section 5.2(c)(iv)); and
(ov) as any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect.
(d) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Intercontinental Exchange, Inc.), Term Loan Credit Agreement (Intercontinental Exchange, Inc.)
Other Business and Financial Information. The Borrower will deliver or provide to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in SECTION 6.1(a) or SECTION 6.1(b), (i) a Compliance Certificate in the commencement form of any material litigation affecting EXHIBIT K with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.4 as applicable, to be of the last day of the period covered by insurancesuch financial statements, and (ii) an accounts receivable aging schedule as of the institution last day of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch period;
(b) As soon as available, but in any event no not later than 90 30 days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget prepared on a quarterly basis for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budgetyear;
(c) Promptly upon receipt thereof, a copy copies of any management letter delivered to the final “management letter” submitted to any Credit Party Borrower by its independent certified public accountants in connection with each annual, interim or special audit, annual audit of the Borrower and promptly upon completion thereof, any response reports from such Credit Party in respect thereofits Subsidiaries;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall regular, the relocation of the chief executive office or corporate headquarters of the Borrower;
periodic and special reports, proxy statements, registration statements and prospectuses (fother than on Form S-8) promptly after a Responsible Officer’s learning thereof, any labor dispute to which that the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, may become a partythe National Association of Securities Dealers, Inc. or any strike or walkout relating to any of their plants or national securities exchange and (ii) all press releases and other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which statements made available generally by the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable Subsidiaries to the Borrower or any public concerning material developments in the business of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) obtaining knowledge thereof, written notice of any of the following:
(i) promptly after a Responsible Officer’s learning thereofthe occurrence of any Default or Event of Default;
(ii) the institution or threatened institution of any action, with respect to suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that seeks to enjoin or otherwise prevent the consummation of, or to recover damages or obtain relief as a wholeresult of, any material (i) Environmental Liabilityof the Credit Documents, (ii) pending or threatened in writing judicial or administrative proceeding arising from that could, if adversely determined, be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and any way associated with material and adverse development in any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 5.5 or this SECTION 6.2(e)(ii);
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation Authority of any Environmental Lawnotice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could be reasonably expected to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (xi) a written statement of the chief executive officer or a Responsible Financial Officer of the Borrower theBorrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken taken, is taking and proposes to take with respect thereto, (yii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (ziii) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after the termination, resignation or replacement of any of the chairman, chief executive officer, or president of the Borrower or Eclipsys Solutions Corp. and (together with copies thereof) the execution of any material modification of any existing employment agreement, or any new employment agreement, with any such officer (unless notice has previously been delivered pursuant to SECTION 8.10);
(vi) the payment or assertion of a Responsible Officer’s learning thereof claim for payment of any amount in excess of $50,000 by any party to the Merger Agreement under SECTIONS 4.4, 10.1 or 10.2 of the Merger Agreement (without regard to the "basket" limitation set forth in SECTION 10.6 thereof), or any other notices delivered or received by the Borrower or any of its Subsidiaries under the Merger Agreement;
(vii) the occurrence of any breach, default or event of default under (i) the leases identified on SCHEDULE 5.12(b) relating to leased properties in Atlanta, Georgia, Roseland, New Jersey, or San Jose, California, or (ii) any other lease of real property under which the Borrower or any Subsidiary is lessee which breach or default could reasonably be expected to have a Material Adverse Effect.
(viii) the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lix) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth following: (i) the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties assertion of any Credit Party as Environmental Claim against or affecting the Administrative Agent Borrower, any of its Subsidiaries or any Lender may from time to time reasonably request.real property leased, owned or occupied by the Borrower or any of its Subsidiaries;
Appears in 2 contracts
Samples: Credit Agreement (Eclipsys Corp), Credit Agreement (Eclipsys Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, (iConcurrently with each delivery of the financial statements described in Sections 7.1(a) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (iib) and 7.2, a Compliance Certificate in the institution form of any material administrative proceeding, that Exhibit D-1 (in the case of either clause (ithe financial statements described in Section 7.1) or Exhibit D-2 (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely case of the financial statements described in Section 7.2) with respect to the Borrower period covered by the financial statements then being delivered, executed by the chief financial officer, vice president - finance or its Subsidiariestreasurer of the Borrower, together, in the case of the financial statements described in Section 7.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 8.1 and 8.2 as of the last day of the period covered by such financial statements and a Revolving Commitment Worksheet, and in the case of the financial statements described in Section 7.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 8.3, 8.4 and 8.5 as of the last day of the period covered by such financial statements;
(b) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within ninety (90) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ended December 31, 1996, a consolidated operating budget for copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary's jurisdiction of domicile;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower Parent or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regularreports (other than earnings press releases) on Form 10-Q, periodic and special reports, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8S- 8 or its successor form) that the Parent or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by reports on Form A or Form B (or their successor forms) that any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andInsurance Subsidiary shall file with any Insurance Regulatory Authority, if so delivered(iv) all significant reports on examination or similar significant reports, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the BorrowerNAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business, and (v) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Material Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(md) promptlyPromptly upon receipt thereof, but copies of any "management letter" submitted to the Parent or any of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Subsidiary in respect thereof;
(e) Promptly upon (and in any event within five (5) Business Days after after) obtaining knowledge thereof, written notice of any of the Borrower becomes aware of following:
(i) the occurrence of any Default or Event of Default., together with a written statement of the chief executive officer or chief financial officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Material Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this Section 7.3(e)(ii);
(iii) the receipt by the Borrower or any of its Material Subsidiaries from any Governmental Authority of any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer or chief financial officer of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any decrease in (y) the rating given by either Standard & Poor's or Moody's with respect xx xxx Borrower's senior publicly traded Indebtedness or (z) the rating given to any Insurance Subsidiary by A.M. Best & Company;
(vi) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any material contract or agreement to which the Borrower or any of its Material Subsidiaries is a party, the termination or cancellation of which would be reasonably likely to have a Material Adverse Effect; and
(vii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer the chief executive officer or chief financial officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto;
(f) Within five (5) Business Days after request therefor by any Lender, if theretofore prepared and delivered to the Borrower, or within ninety (90) days after request therefor by the Required Lenders from time to time (but not more than once per year), if not theretofore prepared and delivered to the Borrower, in either case at the Borrower's expense, an actuarial review and valuation statement of, and opinion as to the adequacy of, each Insurance Subsidiary's loss and loss adjustment expense reserve positions as of the end of such year with respect to the insurance business then in force, and covering such other subjects as are customary in actuarial reviews, prepared by Milliman & Robertson xx xxxxher xxxxxxxxent actuarial firm reasonably acceptable to the Required Lenders, all in form and substance reasonably satisfactory to the Required Lenders; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA, and including any statements, audits or other reports submitted by or on behalf of the Borrower or any of its Subsidiaries to any state Governmental Authority) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 2 contracts
Samples: Credit Agreement (Chartwell Re Holdings Corp), Credit Agreement (Chartwell Re Corp)
Other Business and Financial Information. The Borrower Managing Member will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), a Responsible Officer’s learning Compliance Certificate with respect to the period covered by the financial statements being delivered thereunder, executed by a Financial Officer of the Managing Member, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as of the last day of the period covered by such financial statements;
(b) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Managing Member shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Managing Member shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Managing Member to the public concerning material developments in the business of the Consolidated Entities;
(c) Promptly upon (and in any event within five Business Days after) any Responsible Officer of any Borrower or the Managing Member obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation affecting Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower Managing Member specifying the nature of such Default or any Event of its SubsidiariesDefault, or any the period of their respective assets, whether or not existence thereof and the claim is considered by action that the Borrower or any of its Subsidiaries, as applicable, Managing Member has taken and proposes to be covered by insurance, and take with respect thereto;
(ii) the institution or threatened institution of any material administrative proceedingaction, that in the case of either clause suit, investigation or proceeding against or affecting any Consolidated Entity, including any such investigation or proceeding by any Governmental Authority (i) other than routine periodic inquiries, investigations or (iireviews), would that, if adversely determined, could reasonably be reasonably likely to haveexpected, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(c)(ii);
(giii) promptly after the occurrence thereofreceipt by any Consolidated Entity from any Governmental Authority of (A) any notice asserting any failure by any Consolidated Entity to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Consolidated Entity or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Consolidated Entity, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Group specifying the details of such ERISA Event and the action that the applicable Credit Party Consolidated Entity or ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Consolidated Entity or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nv) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Group setting forth the nature and period of existence thereof and the action that the affected Credit Parties Consolidated Entities have taken and propose to take with respect thereto; and
(od) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request, including without limitation, a consolidated financial forecast, including statements of income of the Consolidated Entities as prepared by the Managing Member in the ordinary course of its annual budgeting process (the “Projections”). With respect to any such Projections, the Managing Member represents only that such information was prepared in good faith based upon assumptions, and subject to such qualifications, believed to be reasonable at the time of preparation thereof and at the time of delivery to the Administrative Agent and any Projections and other forward looking information are not to be viewed as facts or as a guarantee of performance of achievement of any particular results and that actual results may vary from projected results, many of which are beyond the control of the Consolidated Entities and their respective officers, managers, directors and employees, and that such variances may be material. No assurance can be given that any Projections or other forward-looking information will be realized. Documents required to be delivered pursuant to Section 6.1(a), 6.1(b), 6.2(a) or 6.2(b) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Managing Member posts such documents, or provides a link thereto on the Managing Member’s website on the Internet at the website address listed on Schedule 1.1(a); or (ii) on which such documents are posted on Group’s behalf on an Internet or intranet 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); provided that: (i) the Managing Member shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Managing Member to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Managing Member shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Managing Member with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 6.1(b), a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements being delivered thereunder, (i) the commencement executed on behalf of any material litigation affecting the Borrower or any by a Financial Officer of its Subsidiariesthe Borrower, or any together with a Covenant Compliance Worksheet reflecting the computation of their respective assets, whether or not the claim is considered by financial covenants set forth in Article VII as of the Borrower or any last day of its Subsidiaries, as applicable, to be the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but in any event no later than 90 Within thirty (30) days following after the commencement end of each fiscal year, beginning with the 2011 2004 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate on behalf of the Borrower of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement on behalf of the Borrower of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiariesother Credit Party, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which Section 5.5 or this Section 6.2(e)(ii);
(iii) the receipt by the Borrower or any other Credit Party from any Governmental Authority of its Subsidiaries(A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, is if taken or adversely determined, would be reasonably likely to have a party Material Adverse Effect, or by which (B) any notice of them is boundany actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Credit Party, where such action would be reasonably likely to have a Material Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Credit Party or any real property leased, operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (y) the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvi) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement on behalf of the Borrower of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Borrower or any other Credit Party (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.2(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on its website on the Internet at the website address listed in Section 11.5(a)(i), or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet 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); provided that the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Other Business and Financial Information. The Borrower Borrowers will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), beginning with delivery of such financial statements for the fiscal quarter ending October 31, 2006, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiarieseach Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in ARTICLE VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery of the financial statements described in Section 6.1(b), a certificate executed by a Financial Officer of the Parent in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year;
(c) As soon as available, but available and in any event no later than 90 within ninety (90) days following after the commencement of each fiscal year, beginning with the 2011 2008 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year and the four (4) succeeding years (prepared on a quarterly basis for the first four fiscal quarters and thereafter on an annual basis), consisting of a consolidated balance sheet sheets and consolidated statements of income and cash flowsflows in substantially the form of the Projections, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special auditaudit to the extent not prohibited by the applicable accountants (and the Borrowers agree to use commercially reasonable efforts to obtain the consent of any such accountant to the disclosure of any such management letter), and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, electronic copies of (i) all financial statements, reports, notices and proxy statements that the Borrower any Credit Party shall send or make available generally to its shareholders, and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangeexchange (provided, that electronic filing with the Securities and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, Exchange Commission shall be deemed to have been delivered on satisfy the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrowerrequirements of this Section 6.2(d));
(mf) promptlyPromptly upon closing thereof, but notice of consummation of any Permitted Acquisition involving total consideration (including, without limitation, the issuance of Capital Stock) equal to or greater than $2,000,000;
(g) Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the Borrower becomes aware following (provided, that electronic delivery to the Administrative Agent within the time period specified above of copies of a Current Report of the Parent on Form 8-K prepared in accordance with the requirements therefor regarding any of the items set forth in clauses (ii) and (iii) below shall be deemed to satisfy the requirements of this Section 6.2(g) with respect to such items):
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrowers specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrowers have taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Parent or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this Section 6.2(g)(ii);
(iii) the receipt by the Parent or any of its Subsidiaries from any Governmental Authority of (A) any notice asserting any failure by any such party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any such party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Parent or its Subsidiaries, where such action could reasonably be expected to have a Material Adverse Effect;
(iv) any other matter or event that has, or could reasonably be expected to have, individually a material adverse effect on (x) the ability of the Parent and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement or in any of the aggregateother Credit Documents, a Material Adverse Effector (y) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder, together with a written statement of a Responsible Officer of the a Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(h) promptly upon the closing thereof, notice of the consummation of the sale of all or substantially all of the assets or of the Capital Stock of Hewfant; and
(oi) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party the Parent and its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lenderfollowing:
(a) promptly after To each Lender, concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereofCompliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Borrower (or a vice president of the Borrower having significant responsibility for financial matters), together in each case with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements;
(b) To each Lender, concurrently with the delivery of the annual report for the Borrower on Form 10-K described in Section 5.1(b), (i) a report thereon by KPMG, LLP, or another independent certified public accounting firm of recognized national standing reasonably acceptable to the commencement Required Lenders, that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year, and (ii) a report by such accountants to the effect that, based on and in connection with their examination of the financial statements of the Borrower and its Subsidiaries, they obtained no knowledge of the occurrence or existence of any Default or Event of Default relating to accounting or financial reporting matters, or a statement specifying the nature and period of existence of any such Default or Event of Default disclosed by their audit; provided, however, that such accountants shall not be liable by reason of the failure to obtain knowledge of any Default or Event of Default that would not be disclosed or revealed in the course of their audit examination;
(c) To each Lender, promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material litigation matters and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to the Borrower's shareholders; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the SEC, the National Association of Securities Dealers, Inc. or any national securities exchange; (iii) to the extent permitted by Applicable Law, all significant reports on examination or other similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business; (iv) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of material transactions with Affiliates; and (v) all material information sent by the Borrower or any of its subsidiaries to rating agencies (including, without limitation, those identified in Section 5.3(f)(v));
(d) To each Lender, promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 2003, a copy of each U.S. Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such U.S. Insurance Subsidiary's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such U.S. Insurance Subsidiary's jurisdiction of domicile;
(e) To the Administrative Agent (who upon receipt shall deliver such report to each Lender that from time to time requests delivery thereof (by giving notice to the Administrative Agent) and executes a confidentiality agreement in form and substance satisfactory to the appropriate actuary or firm of actuaries), within thirty (30) days of receipt by the Borrower or any Insurance Subsidiary, an annual actuarial review of the liabilities and other items of each Insurance Subsidiary as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2003, prepared at the Borrower's expense, by an actuary or a firm of actuaries of national recognition; and
(f) To each Lender, promptly upon (but in no event later than ten (10) days after) a Responsible Officer of the Borrower obtains knowledge thereof, telephonic and written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.6 or this subsection;
(iii) the receipt by the Borrower or any of their respective assetsits Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with Applicable Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that would be reasonably likely to have a Material Adverse Effect, whether or not the claim is considered by (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), where such action would be reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect if decided adversely to the Borrower or its SubsidiariesEffect;
(biv) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Termination Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Termination Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Termination Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Termination Event;
(v) any change by Standard & Poor's Rating Group, a division of McGraw Hill Companies, Inc., Xxxxx'x Investors Service, Inc. or A.M. Best & Company in the senior unsecured debt credit rating of the Borrower; and
(kvi) promptly after a Responsible Officer’s learning thereof , any event which makes any of the occurrence of representations set forth in Article IV inaccurate in any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Defaultrespect.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower Swiss Holdings will deliver to the Administrative Agent and each Lender:(for distribution to the Lenders):
(a) promptly Concurrently with each delivery of the financial statements described in Section 5.1, a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Swiss Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VI of this Agreement as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2016, a Responsible Officercopy of any financial analysis or opinion prepared regarding the adequacy of such Material Insurance Subsidiary’s learning loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Swiss Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that Swiss Holdings or any of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the Financial Institutions Regulatory Authority or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, and (iv) all material filings made under applicable state insurance holding company acts in the United States by Swiss Holdings or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates;
(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of such Credit Party specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action or suit against or affecting the Borrower Swiss Holdings or any of its Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), in which there is a reasonable likelihood of their respective assetsan adverse determination which could reasonably be expected to result in a Material Adverse Effect, whether and any material development in any litigation or not other proceeding previously reported pursuant to Section 4.5 or this subsection (d);
(iii) the claim is considered receipt by Swiss Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Swiss Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the Borrower taking of any action against Swiss Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Swiss Holdings or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and which there is a reasonable estimate possibility of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time an adverse determination which could reasonably be expected to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants result in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in that has had, or could reasonably be expected to have, a liability in excess of $500,000Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Borrower Swiss Holdings specifying the details of such ERISA Event and the action that the applicable Credit Party Swiss Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Swiss Holdings or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after that any contribution required to be made with respect to a Responsible Officer’s learning thereof Foreign Pension Plan has not been timely made, the occurrence of any material default underexcept such contributions that could not reasonably be expected to have a Material Adverse Effect, or that Swiss Holdings or any proposed or threatened in writing termination or cancellation of, Subsidiary of Swiss Holdings may incur any Material Contract or other material contract or agreement liability pursuant to any Foreign Pension Plan as to which any Credit Party there is a party, the default under or termination or cancellation reasonable possibility of liability which could reasonably be expected to have, individually or in the aggregate, a have Material Adverse Effect;
(lvi) Promptly upon any material change in the sending, filing accounting policies or receipt thereof, copies reporting practices of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. Swiss Holdings or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrowerits Subsidiaries;
(mvii) promptly, but any announcement by A.M. Best of any change in the Financial Strength Rating of any event within five Business Days after the Borrower becomes aware of Material Insurance Subsidiary;
(viii) the occurrence of any Default actual changes in any insurance statute or Event regulation governing the investment or dividend practices of Default.any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and
(nix) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Swiss Holdings setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Swiss Holdings has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Swiss Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(of) Promptly upon the request thereof, such other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws (including, without limitation, any applicable “know your customer” rules and regulations and the PATRIOT Act), as from time to time reasonably requested by the Administrative Agent or any Lender; and
(g) As promptly as reasonably possiblepracticable, such other information about the business, condition (financial or otherwise), operations or properties of Swiss Holdings or any Credit Party of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender the Required Lenders may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings, AG)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly Within sixty (60) days after a Responsible Officer’s learning thereof, the end of each of the first three (i3) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement fiscal quarters of each fiscal year, beginning with the 2011 fiscal quarter ending September 30, 2006, and within one hundred (100) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2006, a Compliance Certificate with respect to the period covered by the financial statements delivered under Section 6.1, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 and 7.2 as of the last day of the period covered by such financial statements;
(b) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the senior notes referred to on Schedule 8.2;
(c) As soon as available and in any event within forty-five (45) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2006, a consolidated operating budget financial forecast for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Administrative Agent, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has forecast have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budgetforecast that are prepared by the Borrower;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(f) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where any such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower financial statements being delivered thereunder, executed by a Financial Officer of the Parent or any Borrower, together with a Covenant Compliance Worksheet reflecting the computation of its Subsidiaries, the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no not later than 90 30 days following after the commencement of each fiscal yearFiscal Year, beginning with the 2011 fiscal yearFiscal Year 2014, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year Fiscal Year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Company Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Company Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Company Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Company Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Company Party to the public concerning material developments in excess the business of $1,000,000the Company Parties;
(e) at least 10 days prior theretoPromptly upon (and in any event within five Business Days after) any Responsible Officer of any Company Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of (or the occurrence of any material development in) any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower Company Party, including any such investigation or proceeding by any of its SubsidiariesGovernmental Authority (other than routine periodic inquiries, may become a partyinvestigations or reviews), or any strike or walkout relating to any of their plants or other facilities, in either case that is could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect;
(iii) the receipt by any Company Party from any Governmental Authority of (A) any notice asserting any failure by any Company Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Company Party or sets forth circumstances that could reasonably be expected to have a Material Adverse Effect, and the expiration or (B) any notice of any material labor contract actual or threatened suspension, limitation or revocation of, failure to which the Borrower renew, or imposition of any restraining order, escrow or impoundment of its Subsidiariesfunds in connection with, is any license, permit, accreditation or authorization of any Company Party, where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Company Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Company Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Company Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting any Company Party or any real property leased, operated or owned by any Company Party, or any Company Party’s discovery of Default.a basis for any such Environmental Claim; (y) the receipt by any Company Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Company Party or any other Person in response to the actual or alleged violation of any Environmental Law by any Company Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Company Party; but in each case under clauses (x), (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect;
(nvii) any Subsidiary previously designated as an Immaterial Subsidiary being deemed no longer to be an Immaterial Subsidiary due to the operation of the proviso in the definition of “Immaterial Subsidiary”;
(viii) the occurrence of any damage, loss, destruction, confiscation, condemnation, taking, diminution in value or other Casualty Event with respect to any property of any Company Party, in each case in excess of $10,000,000; and
(ix) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Company Parties have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Company Party as the Administrative Agent or any Lender may from time to time reasonably request.
(g) The financial statements and other items required to be delivered by the Borrower pursuant to Sections 6.1(a), 6.1(b) and 6.2(d) of this Agreement may be delivered by electronic communication and delivery including, the Internet or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as xxx.Xxxxx.com). Financial statements and other items delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Borrower posts such financial statements or items or the financial statements or items become available on a commercial website and the Borrower notifies the Administrative Agent and each Lender of said posting and provides a link thereto; provided that if such item is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next Business Day for the recipient.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lenderfor delivery to the Lenders:
(a) promptly after a Responsible Officer’s learning thereof, (iconcurrently with each delivery of the financial statements described in Section 6.01(a) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (iib), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
Compliance Certificate (b) As soon as available, but in any event no later than 90 days following the commencement including a reconciliation of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared net income on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of GAAP basis to Consolidated EBITDA) executed by a Financial Officer of the Borrower and together with any agreements required to be delivered pursuant to Section 5(b) of the Security Agreement and certifying as to whether a Default has occurred and is continuing and specifying the details thereof and any action taken or proposed to be taken with respect thereto and (ii) setting forth reasonably detailed calculations in the case of financial statements delivered under Section 6.01(a) or (b), demonstrating compliance with the Financial Covenants contained in Section 7.01(a) and (b);
(b) at least thirty (30) days (or, solely in the case, of clause (i), five (5) Business Days) prior to such event (or, in each case, such shorter period as shall be acceptable to the effect that Administrative Agent in its sole discretion), in the event of any intended change (i) in any Credit Party’s corporate name, (ii) in the jurisdiction of organization or formation of such budget has been prepared Credit Party or (iii) in good faith any Credit Party’s type or form of business entity (e.g., limited liability company, corporation or partnership) (to the extent necessary or desirable to perfect or maintain the perfection and is a reasonable estimate priority of the financial position and results of operations of Administrative Agent’s security interest in the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafterapplicable Collateral), any modifications or revisions to or restatements written notice of such budgetchange;
(c) Promptly following consummation of a Qualifying IPO, promptly upon the sending, filing or receipt thereof, a copy copies of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual(i) all financial statements, interim or special auditreports, notices and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower proxy statements that Holdings or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, effective registration statements and accompanying prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower Holdings or any of its SubsidiariesSubsidiaries shall furnish or file with the SEC under the Exchange Act, is a party or material filings with the Financial Industry Regulatory Authority and any material filings with any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower Holdings or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the Borrower business of Holdings or any of its Subsidiaries;
(id) promptly after a Responsible Officer’s learning thereof(and in any event, within 3 Business Days with respect to clauses (i) and (vi) and within 10 Business Days with respect to clauses (ii), (iii), (iv) and (v), in each case, after such event or such longer period as shall be acceptable to the Administrative Agent in its sole discretion) upon any Responsible Officer of any Credit Party obtaining Knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting any Credit Party or any of its Subsidiaries, taken as a wholeincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews) or any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Lawsuch action, (iii) written notice from any Governmental Authoritysuit, investigation or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Lawproceeding, in each case atthat would be reasonably expected, on, in, under individually or in the aggregate, to have a Material Adverse Effect (but excluding any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoingprivileged information);
(jiii) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting that would reasonably be expected to result in a liability in excess of $500,000Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Borrower applicable Credit Party specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and or proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC PBGC, IRS or U.S. Department of Labor and (z) a copy of any notice delivered by the PBGC PBGC, IRS or U.S. Department of Labor to any such Credit Party or an such ERISA Affiliate with respect to such ERISA Event; and;
(kiv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default underof the following: (x) the assertion of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any proposed of their respective Realty, leased, operated or threatened in writing termination owned, (y) the receipt by the Borrower or cancellation ofany of its Subsidiaries of notice of any alleged violation of or noncompliance with or liability under any Environmental Laws or (z) the taking of any corrective measures or response action by the Borrower, any Material Contract of its Subsidiaries or any other material contract Person or agreement any actual or alleged presence, release or disposal of any Hazardous Substances on, to, upon or from any Realty, in each case of the foregoing clauses (x), (y) or (z), to which any Credit Party is a party, the default under or termination or cancellation of which could extent the same would be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lv) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments change in the business of the Credit Parties; information provided that the items required to be in any Beneficial Ownership Certification delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed Agreement that would result in a change to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website beneficial owners identified in a written notice to the Administrative Agent by the Borrower;parts (c) or (d) of such Beneficial Ownership Certification; and
(mvi) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could would be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect theretothereto (but excluding any privileged information);
(e) promptly (and in any event, by the time a Compliance Certificate is delivered pursuant to this Section 6.02 with respect to the period in which such application or registration was filed), written notice of any material application or registration for material Recordable Intellectual Property (as defined in the Security Agreement); and
(of) (i) promptly (and in any event, within 5 Business Days after such request or such longer period as promptly as reasonably possibleshall be acceptable to the Administrative Agent in its sole discretion) following any request therefor, (A) such other information about the business, legal, corporate or financial condition (financial or otherwise), operations or properties affairs of any Credit Party or any of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest or (B) information and documentation reasonably requested by the Administrative Agent on behalf of itself or any Lender for purposes of compliance with applicable “know-your-customer” requirements under the USA PATRIOT Act or other applicable Anti-Money Laundering Laws and (ii) promptly (and in any event, within 10 Business Days after such occurrence or such longer period as shall be acceptable to the Administrative Agent in its sole discretion) upon the Borrower ceasing to be an “exempt person” under 31 C.F.R. § 1020.315(b) and following any request therefor, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification in relation to the Borrower.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each LenderAgent:
(a) promptly after Concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements delivered under Section 6.1, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 and 7.2 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the Note Purchase Agreement;
(c) As soon as available, but available and in any event no later than 90 within forty-five (45) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 2023, a consolidated operating budget financial forecast for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Administrative Agent, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has forecast have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of forecast that are prepared by the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereofBorrower;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000[Reserved];
(e) at least 10 days prior theretoPromptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the chief executive office Borrower or corporate headquarters any of its Subsidiaries (documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date the Borrower notifies the Administrative Agent that such documents have become available on the U.S. Securities Exchange Commission’s XXXXX Database provided that: (i) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the Borrowerposting of any such documents);
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any material labor contract action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, is where any such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Parent Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any of its Subsidiariesfinancial statements being delivered thereunder, as applicable, to be covered executed by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to Parent Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; by such financial statements and as soon as available from time containing explanatory footnotes of all pro forma adjustments and all adjustments to time thereafter, any modifications or revisions to or restatements of such budgetConsolidated EBITDA;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lb) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Parent Borrower shall send or make available generally to its shareholdersstockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party the Parent Borrower shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, SEC and (iii) all press releases (excluding member notes and other statements circulars) made available generally by the Parent Borrower or any Credit Party Subsidiary thereof to the public concerning material developments in the business of the Credit PartiesParent Borrower and its Subsidiaries; provided that notwithstanding anything to the items required to be delivered pursuant to this contrary included in Section may be delivered electronically and5.1, if so delivered, the Parent Borrower shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written given notice to the Administrative Agent and each Lender of the posting on the Parent Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice shall be required to be provided by the BorrowerParent Borrower to the Administrative Agent and the Lenders with respect thereto;
(mc) promptly, but Promptly upon (and in any event within five Business Days after after) any Responsible Officer of anythe Borrower obtaining knowledge thereof, written notice of any of the Borrower becomes aware of following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Parent Borrower setting forth specifying the nature of such Default or Event of Default;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Parent Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and period of existence thereof and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) any change in the action that the affected Credit Parties have taken and propose to take with respect theretoDebt Ratings; and
(oiv) as any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect.
(d) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Parent Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 1 contract
Other Business and Financial Information. The Borrower Parent will deliver to the Administrative Agent and ---------------------------------------- each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 6.1(a) or SECTION 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting EXHIBIT J with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its SubsidiariesParent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1998, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered therebythereby and that such Financial Officer has no reason to believe such budget is misleading in any material respect in light of the circumstances existing at the time of preparation or delivery thereof (but without representation or warranty that the results reflected therein will actually be achieved); and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, copies of all reports in final form (other than reports of a copy of the final “management letter” routine or ministerial nature which are not material) submitted to any Credit Party Parent by its independent certified public accountants in connection with each annual, interim or special audit, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual audit, and promptly upon completion thereof, any response reports from such Credit Party Parent in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Parent shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that Parent or the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior theretoBorrower shall render to or file with the Securities and Exchange Commission, the relocation National Association of the chief executive office Securities Dealers, Inc. or corporate headquarters of the Borrower;
any national securities exchange and (fiii) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower all press releases and other statements made available generally by Parent or any of its Subsidiaries, may become a party, or any strike or walkout relating Subsidiaries to any of their plants or other facilities, in either case that is reasonably likely to have, individually or the public concerning material developments in the aggregate, a Material Adverse Effect, and the expiration business of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower Parent or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) a Responsible Officer obtains knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default or of any condition or event that would be required to be disclosed in a current report filed with the Commission on Form 8-K (whether or not Parent is required to file such reports under the Exchange Act), together with a written statement of a Responsible Officer’s learning thereofOfficer of Parent specifying the nature and period of existence of such event or condition and the action that Parent has taken, is taking and proposes to take with respect to thereto;
(ii) the Borrower institution or threatened institution of any action, suit, investigation or proceeding against or affecting Parent or any of its Subsidiaries, taken including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that seeks to enjoin or otherwise prevent the consummation of, or to recover damages or obtain relief as a wholeresult of, any material (i) Environmental Liabilityof the Transactions, (ii) pending or threatened in writing judicial or administrative proceeding arising from that could, if adversely determined, be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and any way associated with material development in any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 5.5 or this SECTION 6.3(e)(ii);
(iii) written notice the receipt by Parent or any of its Subsidiaries from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation Authority of any Environmental Lawnotice asserting any failure by Parent or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Parent or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could be reasonably expected to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in that could be reasonably expected to have a liability in excess of $500,000Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken taken, is taking and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which Parent or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could be reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting Parent, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by Parent or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by Parent, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by Parent or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same could be reasonably expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Parent setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken Parent has taken, is taking and propose proposes to take with respect thereto;
(f) Not later than the last day of each fiscal year of Parent, a report in form and substance satisfactory to the Administrative Agent outlining all material insurance coverage maintained as of the date of such report by Parent and its Subsidiaries and all material insurance coverage planned to be maintained by such Persons in the subsequent fiscal year;
(g) Promptly after the availability thereof, copies of all material amendments to the articles of incorporation or organization, bylaws, operating agreement or other organizational documents of Parent or any of its Subsidiaries; and
(oh) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of Parent or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA, and including any statements, audits or other reports submitted by or on behalf of Parent or any of its Subsidiaries to any state Governmental Authority) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Parent will deliver deliver, or cause to be delivered, to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereof, (i) Compliance Certificate in substantially the commencement form of any material litigation affecting Exhibit C with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 and 6.2 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within ninety (90) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ended December 31, 1999, a consolidated operating budget for copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary's jurisdiction of domicile;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to either Borrower or any Credit Party of their respective Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from either Borrower or such Credit Party Subsidiary, as the case may be, in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the either Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that either Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by either Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the either Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.of their respective Subsidiaries;
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Commencing with the quarter ending June 30, 2002, concurrently with each delivery of the financial statements described in Section 5.1, a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements then being delivered, (iexecuted by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 through 6.3 as of the last day of the period covered by such financial statements; provided, however, that the Compliance Certificate delivered with respect to the financial statements delivered pursuant to Section 5.1(a) for June 30, 2002 shall be prepared on a pro forma basis in accordance with GAAP as if the commencement of Hobbs Acquisition had occurred on such date and any material litigation affecting the Borrower Indebtedness incxxxxx, assumed or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered acquired by the Borrower or any a Subsidiary in connection with the Hobbs Acquisition had been Indebtedness of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariesfor such perxxx;
(b) As soon as available, but available and in any event no later than 90 within forty-five (45) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, a 2002, consolidated operating budget projections for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis)year, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has projections have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budgetprojections;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(e) Promptly upon the sending or receipt thereof, copies of all notices or other correspondence that the Borrower shall send to, or receive from, the holders of the American Phoenix Acquisition Indebtedness or the trustee therefor;
(f) Promptly upon receipt thereof by the Borrower, copies of all financial statements for Hobbs received pursuant to the Hobbs Acquisition Documentation;
(g) Promptly upon (axx xx any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 4.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(oh) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereof, Compliance Certificate in the form of Exhibit D-1 (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (ithe financial statements described in Section 5.1) or Exhibit D-2 (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely case of the financial statements described in Section 5.2) with respect to the Borrower period covered by the financial statements then being delivered, executed by the chief financial officer, vice president--finance or its Subsidiariestreasurer of the Borrower, together, in the case of the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1, 6.2 and 6.3 as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Section 5.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Section 6.4 as of the last day of the period covered by such financial statements;
(b) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within ninety (90) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ended December 31, 1999, a consolidated operating budget for copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary's jurisdiction of domicile;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regularreports (other than earnings press releases) on Form 10-Q, periodic and special reports, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8S-8 or its successor form) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by reports on Form A or Form B (or their successor forms) that any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andInsurance Subsidiary shall file with any Insurance Regulatory Authority, if so delivered(iv) all significant reports on examination or similar significant reports, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the BorrowerNAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business, and (v) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(md) promptly, but Promptly upon (and in any event within five (5) Business Days after after) obtaining knowledge thereof, written notice of any of the Borrower becomes aware of following:
(i) the occurrence of any Default or Event of Default., together with a written statement of the chief executive officer, chief financial officer or vice president--finance of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto,
(nii) the institution or written threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer, chief financial officer or vice president--finance of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any decrease in (y) the rating given by either Standard & Poor's or Xxxxx'x with respect to the Borrower's senior publicly traded Indebtedness or (z) the rating given to any Insurance Subsidiary by A.M. Best & Company; and
(vi) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer the chief executive officer, chief financial officer or vice presidentCfinance of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto,
(e) Within five (5) Business Days after request therefor by the Lender, if theretofore prepared and delivered to the Borrower, or within ninety (90) days after request therefor by the Lender from time to time (but not more than once per year), if not theretofore prepared and delivered to the Borrower, in either case at the Borrower's expense, an actuarial review and valuation statement of, and opinion as to the adequacy of, each Insurance Subsidiary's loss and loss adjustment expense reserve positions as of the end of such year with respect to the insurance business then in force, and covering such other subjects as are customary in actuarial reviews, prepared by PricewaterhouseCoopers or another independent actuarial firm reasonably acceptable to the Lender, together with a favorable review letter thereon by the Borrower's regularly retained independent certified public accountants, all in form and substance satisfactory to the Lender; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Company will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in Section 6.1, (i) a Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Company, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurancesuch financial statements, and (ii) the institution management's discussion and analysis of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within one hundred (100) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1999, a consolidated operating budget for the Borrower Company and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis)year, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with management's discussion and analysis of such budget and a certificate of a Financial Officer of the Borrower Company to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower Company and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Company or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Company or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence Company or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company or any Casualty Event of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in excess the business of $1,000,000the Company or any of its Subsidiaries;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, is where such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.
its Subsidiaries or any of their respective real property, leased or owned; (ny) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other matter or event that has, or could reasonably be expected Person in response to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.the
Appears in 1 contract
Samples: Credit Agreement (Lason Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in SECTION 6.1, (i) a Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth Execution in SECTIONS 7.1 through 7.5 as applicable, to be of the last day of the period covered by insurance, such financial statements and (ii) the institution of any material administrative proceedinga Project liquidity-capital adequacy disclosure certificate, that substantially in the case form of either clause (i) or (ii)EXHIBIT H, would be reasonably likely to have, individually or in showing for each Project the aggregate, a Material Adverse Effect if decided adversely to required budget and financing information updated through the Borrower or its Subsidiarieslast day of the period covered by such financial statements;
(b) As soon as available, but and in any event no later than 90 days following the commencement March 15 of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such the fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;.
(c) Promptly upon (and in any event within five (5) Business Days after) receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon (and in any event within five (5) Business Days after) the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 5.5 or this subsection; 57 Execution
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(of) as Concurrently with the delivery of each Compliance Certificate pursuant to SECTION 6.2(a), a quarterly summary of all community development districts under development in the State of Florida by the Borrower or its Subsidiaries and all tax-related liabilities and obligations of Borrower and its Subsidiaries arising from interests in such community development districts.
(g) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Execution Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (St Joe Co)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower financial statements being delivered thereunder, executed by a Financial Officer of the Parent or any Borrower, together with a Covenant Compliance Worksheet reflecting the computation of its Subsidiaries, the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no not later than 90 30 days following after the commencement of each fiscal yearFiscal Year, beginning with the 2011 fiscal year2013 Fiscal Year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year Fiscal Year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties;
(e) at least 10 days prior theretoPromptly upon (and in any event within five Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of (or the occurrence of any material development in) any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower Credit Party, including any such investigation or proceeding by any of its SubsidiariesGovernmental Authority (other than routine periodic inquiries, may become a partyinvestigations or reviews), or any strike or walkout relating to any of their plants or other facilities, in either case that is could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect;
(iii) the receipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that could reasonably be expected to have a Material Adverse Effect, and the expiration or (B) any notice of any material labor contract actual or threatened suspension, limitation or revocation of, failure to which the Borrower renew, or imposition of any restraining order, escrow or impoundment of its Subsidiariesfunds in connection with, is any license, permit, accreditation or authorization of any Credit Party, where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same could reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the BorrowerMaterial Adverse Effect;
(mvii) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default material damage, loss, destruction, confiscation, condemnation, taking, diminution in value or any other material Casualty Event of Default.with respect to any Realty subject to a Mortgage; and
(nviii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
(g) The financial statements and other items required to be delivered by the Borrower pursuant to Sections 6.1(a), 6.1(b) and 6.2(d) of this Agreement may be delivered by electronic communication and delivery including, the Internet or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as xxx.Xxxxx.com). Financial statements and other items delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Borrower posts such financial statements or items or the financial statements or items become available on a commercial website and the Borrower notifies the Administrative Agent and each Lender of said posting and provides a link thereto; provided that if such item is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next Business Day for the recipient.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 6.1(b), a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements being delivered thereunder, (i) the commencement executed on behalf of any material litigation affecting the Borrower or any by a Financial Officer of its Subsidiariesthe Borrower, or any together with a Covenant Compliance Worksheet reflecting the computation of their respective assets, whether or not the claim is considered by financial covenants set forth in Article VII as of the Borrower or any last day of its Subsidiaries, as applicable, to be the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but in any event no later than 90 Within thirty (30) days following after the commencement end of each fiscal year, beginning with the 2011 2006 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate on behalf of the Borrower of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement on behalf of the Borrower of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiariesother Credit Party, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which Section 5.5 or this Section 6.2(e)(ii);
(iii) the receipt by the Borrower or any other Credit Party from any Governmental Authority of its Subsidiaries(A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, is if taken or adversely determined, would be reasonably likely to have a party Material Adverse Effect, or by which (B) any notice of them is boundany actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Credit Party, where such action would be reasonably likely to have a Material Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Credit Party or any real property leased, operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (y) the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvi) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement on behalf of the Borrower of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Borrower or any other Credit Party (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.2(d) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on its website on the Internet at the website address listed in Section 11.5(a)(i), or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet 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); provided that the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.
Appears in 1 contract
Other Business and Financial Information. The Borrower Borrowers will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), beginning with delivery of such financial statements for the fiscal quarter ending October 31, 2006, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiarieseach Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in ARTICLE VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within ninety (90) days following after the commencement of each fiscal year, beginning with the 2011 2008 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year and the four (4) succeeding years (prepared on a quarterly basis for the first four fiscal quarters and thereafter on an annual basis), consisting of a consolidated balance sheet sheets and consolidated statements of income and cash flowsflows in substantially the form of the Projections, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special auditaudit to the extent not prohibited by the applicable accountants (and the Borrowers agree to use commercially reasonable efforts to obtain the consent of any such accountant to the disclosure of any such management letter), and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, electronic copies of (i) all financial statements, reports, notices and proxy statements that the Borrower any Credit Party shall send or make available generally to its shareholders, and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangeexchange (provided, that electronic filing with the Securities and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, Exchange Commission shall be deemed to have been delivered on satisfy the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrowerrequirements of this Section 6.2(d));
(me) promptlyPromptly upon closing thereof, but notice of consummation of any Permitted Acquisition involving total consideration (including, without limitation, the issuance of Capital Stock) equal to or greater than $2,000,000;
(f) Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the Borrower becomes aware following (provided, that electronic delivery to the Administrative Agent within the time period specified above of copies of a Current Report of the Parent on Form 8-K prepared in accordance with the requirements therefor regarding any of the items set forth in clauses (ii) and (iii) below shall be deemed to satisfy the requirements of this Section 6.2(f) with respect to such items):
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrowers specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrowers have taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Parent or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this Section 6.2(f)(ii);
(iii) the receipt by the Parent or any of its Subsidiaries from any Governmental Authority of (A) any notice asserting any failure by any such party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any such party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Parent or its Subsidiaries, where such action could reasonably be expected to have a Material Adverse Effect;
(iv) any other matter or event that has, or could reasonably be expected to have, individually a material adverse effect on (x) the ability of the Parent and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement or in any of the aggregateother Credit Documents, a Material Adverse Effector (y) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder, together with a written statement of a Responsible Officer of the a Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(g) promptly upon the closing thereof, notice of the consummation of the sale of all or substantially all of the assets or of the Capital Stock of Hewfant; and
(oh) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party the Parent and its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer, together with a Covenant Compliance Worksheet reflecting the computation of its Subsidiaries, the financial covenants set forth in ARTICLE VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1999, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with cash flow projections for the succeeding fiscal year (to the extent such cash flow projections are delivered to the Subordinated Investors), together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party Material Subsidiary by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Material Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any Subsidiary shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party Subsidiary shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party Material Subsidiary to the public concerning material developments in the business of the Credit PartiesBorrower or any Subsidiary; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;and (iv) all material regulatory reports and notices of Governmental Authorities.
(me) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.Default
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly Not later than forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower and ninety (90) days after the end of each fiscal year of the Borrower (except in the case of the Compliance Certificate and related Covenant Compliance Worksheet, which shall be delivered concurrently with the delivery by the Borrower of its financial statements to the SEC), a Responsible Compliance Certificate with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer’s learning thereof, together with (i) Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article X and Article XI as of the last day of the period covered by such financial statements, (ii) an accounts receivable aging schedule for the consolidated company and individual locations, and (iii) SEC reports and filings, management letters from auditors and other operating and financial information reasonably requested by the Administrative Agent;
(b) Not later than ninety (90) days after the end of each fiscal year of the Borrower, in the aggregate and by individual location or other grouping acceptable to the Borrower and the Required Lenders, (i) unaudited income information (including revenues and Consolidated EBITDA) for such fiscal year then ended, (ii) a schedule of actual maintenance Capital Expenditures (including repairs and maintenance) for such fiscal year then ended, and (iii) the commencement maintenance Capital Expenditure budget for the fiscal year following the fiscal year then ended;
(c) Intentionally deleted;
(d) Promptly upon receipt thereof, copies of any material litigation affecting “management letter” submitted to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Concurrently with the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess (i) all financial statements, reports, notices and proxy statements of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its SubsidiariesSubsidiaries that the Borrower shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries (including any Excluded Subsidiaries) shall render to or file with the SEC, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(f) Promptly upon (and in any, event within five (5) Business Days after) any Authorized Officer obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a Responsible Officer’s learning thereofwritten statement of a Authorized Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower, any of its Subsidiaries (including all Excluded Subsidiaries) or any Managed Practice, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 8.5 or this subsection 9.2(f);
(iii) the receipt by the Borrower or any of its Subsidiaries (including all Excluded Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from Person of (y) any notice asserting any failure by the Borrower, any of its Subsidiaries or any Managed Practice to be in compliance with applicable Requirements of Law or that threatens the taking of any way associated with any Environmental Lawaction against such Person or sets forth circumstances that, in each case atif taken or adversely determined, on, in, under or in any way affecting the Realty and all facts, eventswould be reasonably likely to have a Material Adverse Effect, or conditions that could lead (z) any notice of any actual or threatened Limitation with respect to any License or Reimbursement Approval of the foregoingBorrower, any of its Subsidiaries or any Managed Practice, where such action would be reasonably likely to have a Material Adverse Effect;
(jiv) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Authorized Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower, any Credit Party of its Subsidiaries (including all Excluded Subsidiaries) or any Managed Practice is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries (including all Excluded Subsidiaries) or any of their respective real property leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries (including any Excluded Subsidiary) of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Authorized Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(oviii) any accounting firm’s determination (in connection with its preparation of any report under Section 9.1(b)) or the Borrower’s determination at any time of the occurrence or existence of any Internal Control Event;
(g) Contemporaneously with delivery of the Financial Statements required under Section 9.1(b), beginning with the fiscal year ended December 31, 2005, consolidated projections for the Borrower and its Subsidiaries (including all Excluded Subsidiaries) for the succeeding three (3) fiscal years (prepared on a quarterly basis), together with a certificate of a Financial Officer of the Borrower to the effect that such projections have been prepared in good faith and are reasonable estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and, as soon as available from time to time thereafter, any modifications or revisions to or restatements of such projections; and
(h) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including all Excluded Subsidiaries) (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 9.1(a) or (b) or Section 9.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed in Section 14.5; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet 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); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by Section 9.2(a) to the Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Borrower hereby acknowledges that (a) the Administrative Agent and/or BAS will make available to the Lenders and the Issuing Lender materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC”, the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the Issuing Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 14.12); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor”; and (z) the Administrative Agent and BAS shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 5.1(B) AND (C), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 6.1 through 6.4 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 days following by the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1997, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall
(e) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, the relocation of the chief executive office suit, investigation or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to SECTION 4.5 or this subsection;
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened Limitation on any License, Reimbursement Agreement or other authorization of the Borrower or any of its Subsidiaries, is where such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Orthalliance Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lenderfollowing:
(a) To each Lender, concurrently with each delivery of the financial statements described in Section 5.1(a) and (b), a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Borrower (or a vice president of the Borrower having significant responsibility for financial matters), together in each case with (i) a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements and (ii) any changes since the prior Compliance Certificate in which Subsidiaries constitute Material Subsidiaries and Excluded Subsidiaries;
(b) To each Lender, concurrently with the delivery of the annual report for the Borrower on Form 10-K described in Section 5.1(b), a report thereon by KPMG, LLP, or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Required Lenders, that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year;
(c) To each Lender, promptly after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material matters and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to the Borrower’s shareholders; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the SEC, the National Association of Securities Dealers, Inc. or any national securities exchange; and (iii) to the extent permitted by Applicable Law, all significant reports on examination or other similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business;
(d) To the Administrative Agent (who upon receipt shall deliver such report to each Lender that from time to time requests delivery thereof (by giving notice to the Administrative Agent) and executes a confidentiality agreement in form and substance satisfactory to the appropriate actuary or firm of actuaries), within thirty (30) days of receipt by the Borrower or any Insurance Subsidiary, an annual actuarial review of the liabilities and other items of each Insurance Subsidiary as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2005, prepared at the Borrower’s expense, by an actuary or a firm of actuaries of national recognition; and
(e) To each Lender, promptly upon (but in no event later than ten (10) days after) a Responsible Officer’s learning Officer of the Borrower obtains knowledge thereof, telephonic and written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any such litigation or in any litigation of the type described in Section 4.6;
(iii) the receipt by the Borrower or any of their respective assetsits Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with Applicable Law, whether that threatens the taking of any action against the Borrower or not the claim is considered by such Subsidiary or that otherwise sets forth circumstances that, in any such case, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), where such action would be reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect if decided adversely to the Borrower or its SubsidiariesEffect;
(biv) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Termination Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Termination Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Termination Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Termination Event;
(v) any change by Standard & Poor’s Rating Services, Xxxxx’x Investors Service or A.M. Best & Company in the senior unsecured debt credit rating of the Borrower; and
(kvi) promptly after a Responsible Officer’s learning thereof , any event which makes any of the occurrence of representations set forth in Article IV inaccurate in any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Defaultrespect.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of the 2007 fiscal year and within fifteen (15) days after the commencement of each fiscal year, beginning with the 2011 subsequent fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange or Self-Regulatory Organization, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(e)(ii);
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to which have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any the Borrower or any of its Subsidiaries, is where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract (including without limitation, the agreement between the Borrower and LCH.Clearnet for the provision of clearing services) or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (y) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any real property leased, operated or owned by the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries’ discovery of a basis for any such Environmental Claim; or (z) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries or release of any Hazardous Substance; but in each case under clauses (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Matria will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its SubsidiariesMatria, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.5 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 days following the commencement prior to January 31 of each fiscal year, beginning with the 2011 fiscal yearJanuary 31, 2000, a consolidated operating budget for the Borrower Matria and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and sheet, consolidated statements of income and cash flows, and consolidating statements of income and cash flows reported by business segment, and containing analysis of projected compliance with the financial covenants set forth in ARTICLE VII, together with a certificate of a Financial Officer of the Borrower Matria to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower Matria and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to Matria or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from Matria or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower Matria or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that Matria or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by Matria or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Matria or at another website identified in a written notice to the Administrative Agent by the Borrowerany of its Subsidiaries;
(me) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of Matria or any of its Subsidiaries obtaining knowledge thereof, written notice of any of the Borrower becomes aware of following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth Matria or such Subsidiary specifying the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.of
Appears in 1 contract
Other Business and Financial Information. The Borrower Borrowers will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.l(a) and 6.1(b), beginning with delivery of such financial statements for the fiscal quarter ending July 31, 2005, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiarieseach Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in ARTICLE VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within ninety (90) days following after the commencement of each fiscal year, beginning with the 2011 2007 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year and the four (4) succeeding years (prepared on a quarterly basis for the first four fiscal quarters and thereafter on an annual basis), consisting of a consolidated balance sheet sheets and consolidated statements of income and cash flowsflows in substantially the form of the Projections provided by the Parent and its Subsidiaries pursuant to Section 4.1(j), together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” ’’ submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special auditaudit to the extent not prohibited by the applicable accountants (and the Borrowers agree to use commercially reasonable efforts to obtain the consent of any such accountant to the disclosure of any such management letter), and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, electronic copies of (i) all financial statements, reports, notices and proxy statements that the Borrower any Credit Party shall send or make available generally to its shareholders, and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(me) promptlyPromptly upon closing thereof, but notice of consummation of any Permitted Acquisition involving total consideration (including, without limitation, the issuance of Capital Stock) equal to or greater than $2,000,000;
(f) Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the Borrower becomes aware following (provided, that electronic delivery to the Administrative Agent within the time period specified above of copies of a Current Report of the Parent on Form 8-K prepared in accordance with the requirements therefor regarding any of the items set forth in clauses (ii) and (iii) below shall be deemed to satisfy the requirements of this Section 6.2(f) with respect to such items):
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrowers specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrowers have taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Parent or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this Section 6.2(f)(ii);
(iii) the receipt by the Parent or any of its Subsidiaries from any Governmental Authority of (A) any notice asserting any failure by any such party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any such party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Parent or its Subsidiaries, where such action could reasonably be expected to have a Material Adverse Effect;
(iv) any other matter or event that has, or could reasonably be expected to have, individually a material adverse effect on (x) the ability of the Parent and its Subsidiaries, taken as a whole, to perform their obligations under this Agreement or in any of the aggregateother Credit Documents, a Material Adverse Effector (y) the legality, validity or enforceability of this Agreement or any of the other Credit Documents or the rights and remedies of the Administrative Agent and the Lenders hereunder or thereunder, together with a written statement of a Responsible Officer of the a Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(g) promptly upon the closing thereof, notice of the consummation of the sale of all or substantially all of the assets or of the Capital Stock of Hewfant; and
(oh) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party the Parent and its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Holdings will deliver to the Administrative Agent and each Lender:(for distribution to the Lenders):
(a) promptly Concurrently with each delivery of the financial statements described in Section 5.1, a Compliance Certificate in the form of Exhibit B with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Article VI of this Agreement as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2007, a Responsible Officercopy of any financial analysis or opinion prepared regarding the adequacy of such Material Insurance Subsidiary’s learning loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that Holdings or any of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, and (iv) all material filings made under applicable state insurance holding company acts in the United States by Holdings or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates;
(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of such Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of such Credit Party specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Credit Party has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action or suit against or affecting the Borrower Holdings or any of its Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), in which there is a reasonable likelihood of their respective assetsan adverse determination which could reasonably be expected to result in a Material Adverse Effect, whether and any material development in any litigation or not other proceeding previously reported pursuant to Section 4.5 or this subsection (d);
(iii) the claim is considered receipt by Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the Borrower taking of any action against Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Holdings or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and which there is a reasonable estimate possibility of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time an adverse determination which could reasonably be expected to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants result in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in that has had, or could reasonably be expected to have, a liability in excess of $500,000Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Borrower Holdings specifying the details of such ERISA Event and the action that the applicable Credit Party Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Holdings or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after that any contribution required to be made with respect to a Responsible Officer’s learning thereof Foreign Pension Plan has not been timely made, the occurrence of any material default underexcept such contributions that could not reasonably be expected to have a Material Adverse Effect, or that Holdings or any proposed or threatened in writing termination or cancellation of, Subsidiary of Holdings may incur any Material Contract or other material contract or agreement liability pursuant to any Foreign Pension Plan as to which any Credit Party there is a party, the default under or termination or cancellation reasonable possibility of liability which could reasonably be expected to have, individually or in the aggregate, a have Material Adverse Effect;
(lvi) Promptly upon any material change in the sending, filing accounting policies or receipt thereof, copies reporting practices of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. Holdings or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrowerits Subsidiaries;
(mvii) promptly, but any announcement by A.M. Best of any change in the Financial Strength Rating of any event within five Business Days after the Borrower becomes aware of Material Insurance Subsidiary;
(viii) the occurrence of any Default actual changes in any insurance statute or Event regulation governing the investment or dividend practices of Default.any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and
(nix) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Holdings setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Holdings has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(of) as As promptly as reasonably possiblepracticable, such other information about the business, condition (financial or otherwise), operations or properties of Holdings or any Credit Party of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender the Required Lenders may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Other Business and Financial Information. The Borrower will deliver the following:
(a) To each Lender, concurrently with each delivery of the financial statements described in Section 5.1(a) and (b), a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together in each case with (i) a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements, (ii) supporting information and reports with respect to its Liquid Assets, including information regarding the value of such Liquid Assets, in form and substance reasonably satisfactory to the Administrative Agent and (iii) any changes since the prior Compliance Certificate in which Subsidiaries constitute Material Subsidiaries and Excluded Subsidiaries;
(b) To each Lender, concurrently with the delivery of the annual report for the Borrower on Form 10-K described in Section 5.1(b), a report thereon by KPMG, LLP, or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Required Lenders, that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year;
(c) To each Lender, promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material matters and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to the Borrower’s shareholders; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the SEC, the National Association of Securities Dealers, Inc. or any national securities exchange; and (iii) to the extent permitted by Applicable Law, all significant reports on examination or other similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business;
(d) To the Administrative Agent (who upon receipt shall deliver such report to each Lender that from time to time requests delivery thereof (by giving notice to the Administrative Agent) and executes a confidentiality agreement in form and substance satisfactory to the appropriate actuary or firm of actuaries), within thirty (30) days of receipt by the Borrower or any Insurance Subsidiary, an annual actuarial review of the liabilities and other items of each Insurance Subsidiary as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2010, prepared at the Borrower’s expense, by an actuary or a firm of actuaries of national recognition;
(e) To each Lender, promptly upon (but in no event later than ten (10) days after) a Responsible Officer of the Borrower obtains knowledge thereof, telephonic and written notice of any of the following:
(a) promptly after a Responsible Officer’s learning thereof, (i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any such litigation or in any litigation of the type described in Section 4.6;
(iii) the receipt by the Borrower or any of their respective assetsits Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with Applicable Law, whether that threatens the taking of any action against the Borrower or not the claim is considered by such Subsidiary or that otherwise sets forth circumstances that, in any such case, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), where such action would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event;
(v) any change by S&P, Xxxxx’x or A.M. Best & Company in the senior unsecured debt credit rating of the Borrower; and
(kvi) promptly after a Responsible Officer’s learning thereof , any event which makes any of the occurrence of representations set forth in Article IV inaccurate in any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect theretorespect; and
(of) as To each Lender, promptly as reasonably possiblefollowing any request therefor, such other information about regarding the businessresults of operations, business affairs and financial condition (financial of the Borrower or otherwise), operations or properties of any Credit Party Subsidiary as the Administrative Agent may reasonably request for itself or any Lender may from time to time reasonably requeston behalf of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each LenderAgent:
(a) promptly after Concurrently with the delivery of the financial statements referred to in Sections 6.1(a) and (b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements delivered under Section 6.1, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 and 7.2 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the Note Purchase Agreements;
(c) As soon as available, but available and in any event no later than 90 within forty-five (45) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 2019, a consolidated operating budget financial forecast for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Administrative Agent, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the 12581222v10 24740.00017 Borrower to the effect that such budget has forecast have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of forecast that are prepared by the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereofBorrower;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000[Reserved];
(e) at least 10 days prior theretoPromptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the chief executive office Borrower or corporate headquarters any of its Subsidiaries (documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date the Borrower notifies the Administrative Agent that such documents have become available on the U.S. Securities Exchange Commission’s XXXXX Database provided that: (i) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the Borrowerposting of any such documents);
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is 12581222v10 24740.00017 reasonably likely to have a Material Adverse Effect or that threatens the taking of any material labor contract action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, is where any such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Platinum Holdings will deliver to the Administrative Agent and each Lender:
(a) promptly Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit D with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Platinum Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Article VII of this Agreement as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2006, a Responsible Officercopy of each Material Insurance Subsidiary’s learning “Statement of Actuarial Opinion” as to the adequacy of such Material Insurance Subsidiary’s loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Platinum Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that Platinum Holdings or any of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar material reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Material Insurance Subsidiary’s insurance business, and (v) all material filings made under applicable state insurance holding company acts by Platinum Holdings or any of its Material Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of any Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of such Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action or suit against or affecting the Borrower Platinum Holdings or any of its Subsidiaries, or any of their respective assets, whether investigation or not the claim is considered proceeding by the Borrower any Insurance Regulatory Authority or any of its Subsidiaries, as applicable, to be covered by insurance, other Governmental Authority (other than inquiries and (ii) the institution of any material administrative proceedingroutine periodic investigations or reviews), that in the case of either clause (i) or (ii), would reasonably be reasonably likely to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect if decided adversely Effect, and any material development in any litigation or other proceeding previously reported pursuant to the Borrower Section 5.5 or its Subsidiariesthis subsection (d);
(biii) As soon as available, but in the receipt by Platinum Holdings or any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year from any Insurance Regulatory Authority or other Governmental Authority of (prepared on a quarterly basis), consisting i) any written notice asserting any failure by Platinum Holdings or any of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for to be in compliance with applicable Requirements of Law or that threatens the period covered thereby; and as soon as available from time taking of any action against Platinum Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to time thereafterhave a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any modifications license, permit, accreditation or revisions to or restatements authorization of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower Platinum Holdings or any of its Subsidiaries, may become a party, or any strike or walkout relating where such action would reasonably be expected to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Platinum Holdings specifying the details of such ERISA Event and the action that the applicable Credit Party Platinum Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Platinum Holdings or an such ERISA Affiliate with respect to such ERISA Event;
(v) that any material contribution required to be made with respect to a Foreign Pension Plan has not been timely made, or that Platinum Holdings or any Subsidiary of Platinum Holdings may incur any material liability pursuant to any Foreign Pension Plan.
(vi) the occurrence of any decrease in (y) the rating given by either Standard & Poor’s or Mxxxx’x with respect to any Insurance Subsidiary’s claims paying ability or financial strength rating or (z) the rating given to any Insurance Subsidiary by A.M. Best Company;
(vii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would reasonably be expected to have a Material Adverse Effect; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nviii) any other matter or event that has, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Platinum Holdings setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Platinum Holdings has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Platinum Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of Platinum Holdings or any Credit Party of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and;
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request;
(p) a Borrowing Base Certificate as of the end of each month, delivered (i) with respect to the Borrowing Base Certificate as of July 31, 2012, on or before September 10, 2012, and (ii) for each calendar month thereafter, as soon as practicable and in any event within twenty (20) days after the end of such calendar month, each together with an aging report on accounts receivable as of such date and upon the request of the Administrative Agent, reports on inventory and accounts payable as of such date in a form reasonably acceptable to the Administrative Agent; and
(q) a Borrowing Base Certificate as of any other date determined and requested by the Administrative Agent in its sole discretion, together with an aging report on accounts receivable as of such date and upon the request of the Administrative Agent, reports on inventory and accounts payable as of such date in a form reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Samples: Credit Agreement and Pledge and Security Agreement (Swisher Hygiene Inc.)
Other Business and Financial Information. The Borrower Parent will deliver to the Administrative Agent and each ---------------------------------------- Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 6.1(a) or SECTION 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting EXHIBIT J with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its SubsidiariesParent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1997, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered therebythereby and that such Financial Officer has no reason to believe such budget is misleading in any material respect in light of the circumstances existing at the time of preparation or delivery thereof (but without representation or warranty that the results reflected therein will actually be achieved); and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, copies of all reports in final form (other than reports of a copy of the final “management letter” routine or ministerial nature which are not material) submitted to any Credit Party Parent by its independent certified public accountants in connection with each annual, interim or special audit, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual audit, and promptly upon completion thereof, any response reports from such Credit Party Parent in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower Parent shall send or make available generally to its shareholdersstockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party Parent or the Borrower shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, exchange and (iii) all press releases and other statements made available generally by Parent or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Parent or at another website identified in a written notice to the Administrative Agent by the Borrowerany of its Subsidiaries;
(me) promptly, but Promptly upon (and in any event within five (5) Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nafter) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer obtains knowledge thereof, written notice of any of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.following:
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(b) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 6.1(c), a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements being delivered thereunder, (i) the commencement executed on behalf of any material litigation affecting the Borrower or any by a Financial Officer of its Subsidiariesthe Borrower, or any together with a Covenant Compliance Worksheet reflecting the computation of their respective assets, whether or not the claim is considered by financial covenants set forth in Sections 7.1 through 7.6 as of the Borrower or any last day of its Subsidiaries, as applicable, to be the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery of the financial statements described in Section 6.1(c), a certificate executed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year;
(c) Concurrently with each delivery of the financial statements described in Section 6.1(a), a certificate executed on behalf of the Borrower by a Financial Officer of the Borrower in form reasonably satisfactory to the Administrative Agent and setting forth a calculation of availability under the Revolving Credit Commitments (the “Revolver Availability”) determined by (i) multiplying (y) Consolidated EBITDA for the period of twelve fiscal months ended as of the last day of the month for which such financial statements are prepared by (z) the numerator of the maximum Total Leverage Ratio permitted on such date under Section 7.1 and (ii) subtracting, from the amount determined pursuant to clause (i) above, Consolidated Total Funded Debt as of such date;
(d) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement end of each fiscal year, beginning with the 2011 2003 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly monthly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate on behalf of the Borrower of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(ce) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(df) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties;
(g) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement on behalf of the Borrower of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, the relocation of the chief executive office suit, investigation or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which proceeding against or affecting the Borrower or any of its Subsidiariesother Credit Party, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which Section 5.5 or this Section 6.2(g)(ii);
(iii) the receipt by the Borrower or any other Credit Party from any Governmental Authority of its Subsidiaries(A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, is if taken or adversely determined, would be reasonably likely to have a party Material Adverse Effect, or by which (B) any notice of them is boundany actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of any Credit Party, where such action would be reasonably likely to have a Material Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same would be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed reasonably likely to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;Material Adverse Effect; and
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement on behalf of the Borrower of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(h) Within 45 days after the Closing Date, if any Excess Equity Capitalization Proceeds are received, a certificate on behalf of the Borrower from a Financial Officer of the Borrower setting forth the amount of such Excess Equity Capitalization Proceeds;
(i) Promptly after the Borrower has notified the Administrative Agent of any intention by the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and
(oj) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any other Credit Party (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting Exhibit D with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by the chief financial officer of its Subsidiariesthe Borrower, as applicable, to be covered by insurance, and together with a Covenant Compliance Worksheet reflecting the computation of the Acquisition covenants set forth in clauses (ii) and (iii) of Section 6.9(a) and the institution financial covenants set forth in Sections 7.1 through 7.4 as of any material administrative proceeding, that in the case last day of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariesperiod covered by such financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending January 3, 1999, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer the chief financial officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(me) promptly, but Promptly upon (and in any event within five ten (10) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default., together with a written statement of the chief executive officer or chief financial officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), as to which there is a reasonable likelihood of an adverse determination and that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this Section 6.3(e)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (i) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer or chief financial officer of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract to which the Borrower or any of its Subsidiaries is a party, the termination or cancellation of which would be reasonably likely to have a Material Adverse Effect;
(vi) the occurrence of any of the following: (i) the assertion of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any of their respective real property, leased or owned; (ii) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(vii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer the chief executive officer or chief financial officer of the Borrower setting forth the nature and period of existence thereof and the action actions that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA, and including any statements, audits or other reports submitted by or on behalf of the Borrower or any of its Subsidiaries to any state Governmental Authority) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Movie Gallery Inc)
Other Business and Financial Information. The Borrower will ---------------------------------------- deliver to the Administrative Agent and each LenderAgent:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 5.1(B) or SECTION 5.1(C), beginning with the delivery of financial statements with respect to the fiscal quarter ending September 30, 1996, a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting Exhibit III with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;Borrower.
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1996, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, ) together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby and that such Financial Officer has no reason to believe that such budget is misleading in any material respect in light of the circumstances existing at the time of preparation or delivery thereof (but without representation or warranty that the results reflected therein will actually be achieved); and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, copies of all reports in final form (other than reports of a copy of the final “management letter” routine or ministerial nature which are not material) submitted to any Credit Party the Borrower by its independent certified public accountants in connection with each annual, interim or special audit, including, without limitation, any comment letter submitted by such accountants to management in connection with their annual audit, and promptly upon completion thereof, any response reports from such Credit Party the Borrower in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholdersthe members of Holdings in their capacity as such or to the stockholders of BrightView, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, exchange and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Borrower or at another website identified in a written notice to the Administrative Agent by the Borrower;any of its Subsidiaries.
(me) promptly, but Promptly upon (and in any event within five (5) Business Days after after) a Responsible Officer obtains knowledge thereof, written notice of any of the Borrower becomes aware of following:
(i) the occurrence of any Potential Event of Default or Event of Default.Default or of any condition or event that would be required to be disclosed in a current report filed with the Commission on Form 8-K (whether or not the Borrower is required to file such reports under the Exchange Act), together with a written statement of a Responsible Officer of the Borrower specifying the nature and period of existence of such event or condition and the action that the Borrower has taken, is taking and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that seeks to enjoin or otherwise prevent the consummation of, or to recover damages or obtain relief as a result of, any of the Transactions, or that could, if adversely determined, be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to SECTION 4.5 or this SECTION 5.2(E)(II);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could be reasonably expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event that could be reasonably expected to have a Material Adverse Effect, together with (i) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken, is taking and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event;
(v) the termination, resignation or replacement of any of the chairman, chief executive officer, president or chief operating officer of the Borrower, and (together with copies thereof) the execution of any modification of any existing employment agreement, or any new employment agreement, with any such officer;
(vi) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any material contract or agreement to which the Borrower or any of its Subsidiaries is a party, the termination or cancellation of which could be reasonably expected to have a Material Adverse Effect;
(vii) the occurrence of any of the following: (i) the assertion of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any of their respective real property, leased or owned; (ii) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substance on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same could be reasonably expected to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken Borrower has taken, is taking and propose proposes to take with respect thereto;
(f) At the same time provided to the holders of the Bridge Notes or the Term Notes, any information provided to such holders pursuant to SECTION 5.1 of this Agreement;
(g) Promptly upon (and in any event not later than two (2) Business Days after) determination of the Xxxxxxxx Purchase Price Adjustment, a certificate signed by a Financial Officer of the Borrower, in form and substance satisfactory to the Agent, attaching or setting forth the calculation of the Xxxxxxxx Purchase Price Adjustment;
(h) Not later than the last day of each fiscal year of the Borrower, a report in form and substance satisfactory to the Agent outlining all material insurance coverage maintained as of the date of such report by the Borrower and its Subsidiaries and all material insurance coverage planned to be maintained by such Persons in the subsequent fiscal year;
(i) Promptly after the availability thereof, copies of all material amendments to the articles of organization, operating agreement or other organizational documents of the Borrower or any of its Subsidiaries; and
(oj) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA, and including any statements, audits or other reports submitted by or on behalf of the Borrower or any of its Subsidiaries to any state Governmental Authority) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Petersen Holdings LLC)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(aA) promptly after Concurrently with each delivery of the financial statements described in Section 8.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by the chief financial officer of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its SubsidiariesBorrower;
(bB) As soon as available, but available and in any event no later than 90 within thirty (30) days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending January 6, 2002, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer the chief financial officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cC) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lD) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, and (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that Borrower or any Credit Party of it Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(mE) promptly, but Promptly upon (and in any event within five ten (10) Business Days after after) any Responsible Officer of Borrower obtaining knowledge thereof, written notice of any of the Borrower becomes aware of following:
(1) the occurrence of any Default or Event of Default., together with a written statement of the chief financial officer of Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Borrower has taken and proposes to take with respect thereto;
(n2) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting Borrower of any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), as to which there is a reasonable likelihood of an adverse determination and that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 7.5 or this Section 8.3(E)(2);
(3) the receipt by Borrower or any of its Subsidiaries from any Governmental Authority of (i) any notice asserting any failure by Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (ii) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(4) the occurrence of any ERISA Event, together with (i) a written statement of the chief executive officer or chief financial officer of Borrower specifying the details of such ERISA Event and the action that Borrower has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC, and (iii) a copy of any notice delivered by the PBGC to Borrower or such ERISA Affiliate with respect to such ERISA Event;
(5) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract to which Borrower or any of its Subsidiaries is a party, the termination or cancellation of which would be reasonably likely to have a Material Adverse Effect;
(6) the occurrence of any of the following: (i) the assertion of any Environmental Claim against or affecting Borrower, any of its Subsidiaries or any of their respective real property, leased or owned; (ii) the receipt by Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (iii) the taking of any remedial action by Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by Borrower or any of its Subsidiaries; but in each case under clauses (i), (ii) and (iii) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(7) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer the chief executive officer or chief financial officer of the Borrower setting forth the nature and period of existence thereof and the action actions that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(oF) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA, and including any statements, audits or other reports submitted by or on behalf of Borrower or any of its Subsidiaries to any state Governmental Authority) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Movie Gallery Inc)
Other Business and Financial Information. The Borrower Company will deliver to the Administrative Agent and each LenderHolder:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 7.1(b) and (c), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Company, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 8.1 through 8.4 as applicable, to be of the last day of the period covered by insurancesuch financial statements, and (ii) commencing with the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariestime periods required by such Sections;
(b) Concurrent with each delivery of the financial statements described in Section 7.1(b) and (c), a certificate executed by a Financial Officer of the Company in form and substance satisfactory to the Required Holders and certifying that the financial statements delivered thereunder fairly present in all material respects the consolidated financial position and results of operations of the Company and any consolidated Subsidiaries as of the dates and for the periods indicated in accordance with GAAP (subject, in the case of unaudited financial statements, to the absence of notes required by GAAP and to normal year-end adjustments);
(c) As soon as available, but available and in any event no later than 90 days following the commencement (i) by January 31 of each fiscal year, beginning with the 2011 fiscal yearyear beginning January 1, 2003, a consolidated operating budget for the Borrower Company and its Subsidiaries for such fiscal year (prepared on a quarterly monthly basis), consisting of a consolidated balance sheet sheets and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Company to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Company and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter(ii) within ten (10) days of their preparation, any modifications (x) operating budget of the Company or its Subsidiaries otherwise prepared and (y) revisions or amendments made by the Company or its Subsidiaries to any budget submitted or restatements of such budget;required to be submitted to the Holders pursuant to this Section 7.2(c).
(cd) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Company or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Company or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower Company or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower Company or any of its SubsidiariesSubsidiaries shall render to or file with the Commission, is a party the National 47 Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower Company or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the Borrower business of the Company or any of its Subsidiaries;
(f) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Company or any of its Subsidiaries obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Company specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company has taken and proposes to take with respect to thereto;
(ii) the Borrower filing or commencement of any action, suit, investigation or proceeding against or affecting the Company or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 5.5 or this Section 7.2(f);
(iii) written notice the receipt by the Company or any of their respective Subsidiaries from any Governmental AuthorityAuthority of (A) any notice asserting any failure by the Company or any of their respective Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Company or any of its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (B) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Company or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a liability of the Company and its Subsidiaries in excess of an aggregate amount exceeding $500,000, together with (x) a written statement of a Responsible Officer of the Borrower Company specifying the details of such ERISA Event and the action that the applicable Credit Party Company, any of its Subsidiaries or any ERISA Affiliate, as the case may be, has taken and or proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to the Company or any Credit Party or an of its ERISA Affiliate Affiliates with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Company or any Credit Party of its Subsidiaries is a party;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Company or any of its Subsidiaries or any real property leased, operated or owned by the default Company or any of its Subsidiaries, or the discovery by the Company or any of its Subsidiaries of a basis for any such Environmental Claim; (y) the receipt by the Company or any of its Subsidiaries of written notice of any alleged violation of or noncompliance with any Applicable Environmental Law or release of any Hazardous Materials; or (z) the taking of any investigation, remediation or other responsive action by the Company or any of its Subsidiaries or any other Person in response to the actual or alleged violation of any Applicable Environmental Law by the Company or any of its Subsidiaries or generation, storage, transport, release, disposal or discharge of any Hazardous Materials on, to, upon or from any real property leased, operated or owned by the Company or any of its Subsidiaries; but in each case under or termination or cancellation of which could clauses (x), (y) and (z) above, only to the extent the same would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;; and
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Company setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Company or any of its Subsidiaries, as the case may be, has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent Company or any Lender of its Subsidiaries (including any Company Plan and any information required to be filed under ERISA) as any Holder may from time to time reasonably request.
(h) Promptly after execution thereof, copies of any Material Contract, and each material amendment thereto.
(i) As promptly as reasonably possible, and in any event within three (3) Business Days, after delivery to any Lender (as defined under the Senior Credit Agreement as in effect on the date hereof), all financial or other information delivered to any such Lender pursuant to Section 5.01 of the Senior Credit Agreement.
(j) Promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Company and its Subsidiaries, or compliance with any of the terms of any Transaction Document, as KPP may reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Platinum Holdings will deliver to the Administrative Agent and each Lender:
(a) promptly Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit D with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Platinum Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Article VII of this Agreement as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2005, a Responsible Officercopy of each Material Insurance Subsidiary’s learning “Statement of Actuarial Opinion” as to the adequacy of such Material Insurance Subsidiary’s loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Platinum Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that Platinum Holdings or any of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar material reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Material Insurance Subsidiary’s insurance business, and (v) all material filings made under applicable state insurance holding company acts by Platinum Holdings or any of its Material Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of any Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of such Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action or suit against or affecting the Borrower Platinum Holdings or any of its Subsidiaries, or any of their respective assets, whether investigation or not the claim is considered proceeding by the Borrower any Insurance Regulatory Authority or any of its Subsidiaries, as applicable, to be covered by insurance, other Governmental Authority (other than inquiries and (ii) the institution of any material administrative proceedingroutine periodic investigations or reviews), that in the case of either clause (i) or (ii), would reasonably be reasonably likely to haveexpected, individually or in the aggregate, to result in a Material Adverse Effect if decided adversely Effect, and any material development in any litigation or other proceeding previously reported pursuant to the Borrower Section 5.5 or its Subsidiariesthis subsection (d);
(biii) As soon as available, but in the receipt by Platinum Holdings or any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year from any Insurance Regulatory Authority or other Governmental Authority of (prepared on a quarterly basis), consisting i) any written notice asserting any failure by Platinum Holdings or any of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for to be in compliance with applicable Requirements of Law or that threatens the period covered thereby; and as soon as available from time taking of any action against Platinum Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to time thereafterhave a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any modifications license, permit, accreditation or revisions to or restatements authorization of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower Platinum Holdings or any of its Subsidiaries, may become a party, or any strike or walkout relating where such action would reasonably be expected to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Platinum Holdings specifying the details of such ERISA Event and the action that the applicable Credit Party Platinum Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Platinum Holdings or an such ERISA Affiliate with respect to such ERISA Event;
(v) that any material contribution required to be made with respect to a Foreign Pension Plan has not been timely made, or that Platinum Holdings or any Subsidiary of Platinum Holdings may incur any material liability pursuant to any Foreign Pension Plan.
(vi) the occurrence of any decrease in (y) the rating given by either Standard & Poor’s or Mxxxx’x with respect to any Insurance Subsidiary’s claims paying ability or financial strength rating or (z) the rating given to any Insurance Subsidiary by A.M. Best Company;
(vii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would reasonably be expected to have a Material Adverse Effect; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nviii) any other matter or event that has, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Platinum Holdings setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Platinum Holdings has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Platinum Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of Platinum Holdings or any Credit Party of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 5.1(b), a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements being delivered thereunder, executed by a Financial Officer of the Borrower, (i) together with a Covenant Compliance Worksheet reflecting the commencement computation of any material litigation affecting the Borrower or any Debt Service Coverage Ratio as of its Subsidiaries, or any the last day of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be period covered by insurancesuch financial statements, and (ii) for the institution last fiscal quarter covered by the financial statements being delivered thereunder, (A) a summary of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to all distributions and dividends paid by the Borrower or its Subsidiaries;and by the Parent during such fiscal quarter, and (B) a summary of all Capital Contributions received by the Borrower during such fiscal quarter.
(b) As soon as available, but available and in any event no later than 90 within 30 days following after the end of each fiscal quarter, a report providing the actual energy production of each Borrowing Base Project for each month during such fiscal quarter, together with comparative forecasted production figures for each Borrowing Base Project for each month during such fiscal quarter;
(c) As soon as available and in any event within 30 days after the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries Restricted Parties for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries Restricted Parties for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, and (ii) all press releases and other statements made available generally by any Credit Party to the occurrence public concerning material developments in the business of the Credit Parties; provided, however, that the Borrower shall not be required to deliver to the Administrative Agent or any Casualty Event Lender any such materials described in excess of $1,000,000;
the foregoing clauses (ei) at least 10 days prior theretoand (ii) to the extent such materials have been rendered to or filed with the Securities and Exchange Commission, the relocation National Association of the chief executive office Securities Dealers, Inc. or corporate headquarters of the Borrowerany national securities exchange;
(f) promptly after Promptly upon (and in any event within five Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereof, any labor dispute to which Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any of its Subsidiariesaction, may become a partysuit, investigation or proceeding against or affecting any strike Credit Party, including any such investigation or walkout relating to proceeding by any of their plants Governmental Authority (other than routine periodic inquiries, investigations or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 4.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 5.2(f)(ii);
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party or ERISA Affiliate has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract Contract;
(vi) the occurrence of any reduction to the amount of management fees or other material contract expense reimbursements paid by the Parent or agreement Intermediate Holdco to which the Advisor;
(vii) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Credit Party is or any real property leased, operated or owned by any Credit Party, or any Credit Party’s discovery of a partybasis for any such Environmental Claim; (y) the receipt by any Credit Party of notice of any alleged liability under, violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the default taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the actual or alleged liability under, violation of or non-compliance with any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under or termination or cancellation of which clauses (x), (y) and (z) above, only to the extent the same could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;; and
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nviii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(g) Promptly following any change to the list of beneficial owners identified in the Beneficial Ownership Regulation, a new Beneficial Ownership Certification;
(h) Promptly, such additional information regarding the business, financial, legal or corporate affairs of any Credit Party or any Subsidiary thereof, regarding compliance with the terms of the Credit Documents or for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act and the Beneficial Ownership Regulation, as the Administrative Agent or any Lender may from time to time reasonably request; and
(oi) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Greenbacker Renewable Energy Co LLC)
Other Business and Financial Information. The Borrower will deliver deliver, or cause to be delivered, to the Administrative Agent and the Administrative Agent shall promptly deliver to each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereof, (i) Compliance Certificate in substantially the commencement form of any material litigation affecting Exhibit C with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 through 6.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within one hundred five (105) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ended December 31, 2009, a consolidated operating budget for copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange CommissionSEC, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Borrower or at another website identified in a written notice to the Administrative Agent by the Borrowerany of their respective Subsidiaries;
(md) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Insurance Regulatory Authority of (y) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Borrower, specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that is required to be filed by the Borrower or any ERISA Affiliate, as applicable, with the PBGC and (z) a copy of any notice delivered by the PBGC to the Borrower or its ERISA Affiliate, as the case may be, with respect to such ERISA Event;
(v) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any of its Subsidiaries is a party, where such default or the termination or cancellation thereof is reasonably likely to have a Material Adverse Effect;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Borrower or any of its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(vii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(oe) as Promptly, notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party which would be reasonably likely to have a Material Adverse Effect;
(f) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or Agent, at the request of any Lender Lender, may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange or Self-Regulatory Organization, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties; provided that notwithstanding anything to the contrary included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(d) at the time such information is posted thereon and no further notice shall be required to be provided by the Borrower to the Administrative Agent and the Lenders with respect thereto;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(e)(ii);
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Self- Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to which have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, the Borrower or any of its Subsidiaries, is where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract (including without limitation, the agreement between the Borrower and LCH.Clearnet for the provision of clearing services) or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (y) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any real property leased, operated or owned by the Borrower or any of its Subsidiaries, or the Borrower or any of its Subsidiaries’ discovery of a basis for any such Environmental Claim; or (z) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries or release of any Hazardous Substance; but in each case under clauses (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 5.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 through 6.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, a 1999, consolidated operating budget and consolidating projections for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis)year, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has projections have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budgetprojections;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(e) Promptly upon the sending or receipt thereof, copies of all notices or other correspondence that the Borrower shall send to, or receive from, the holders of the American Phoenix Acquisition Indebtedness or the trustee therefor;
(f) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 4.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Borrowers will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery of the financial statements described in Section 6.1(b), a certificate executed by a Financial Officer of the Parent in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year (provided that such certificate shall not be required if no Excess Cash Flow payment with respect to such fiscal year is required under Section 2.6(g));
(c) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2007 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith based on estimates and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebyassumptions believed to be reasonable; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Parent or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Parent or any such Credit Party Subsidiary in respect thereof;
(de) immediately after Except to the extent the Company has notified the Administrative Agent and Lenders that such information is electronically available on the internet at a Responsible Officer’s learning website specified in such notice and to which each of the Administrative Agent and the Lenders has access without charge, promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence of Parent shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior theretoCredit Party shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Parent to the public concerning material developments in the business of the chief executive office or corporate headquarters of the BorrowerParent and its Subsidiaries;
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Parent specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Parent has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which the Borrower action, suit, investigation or proceeding against or affecting any of its SubsidiariesCredit Party, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(f)(ii);
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Parent specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of written notice of any alleged violation of or noncompliance with any Environmental Laws by any Credit Party or for which any Credit Party may have any liability or any release of any Hazardous Substance allegedly by any Credit Party or for which any Credit Party may have any liability; or (z) the taking of any investigation, remediation or other response action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same could reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;Material Adverse Effect; and
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Parent setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each LenderAgent:
(a) promptly Within sixty (60) days after a Responsible Officer’s learning thereof, the end of each of the first three (i3) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement fiscal quarters of each fiscal year, beginning with the 2011 fiscal quarter ending March 31, 2016, and within one hundred (100) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2015, a Compliance Certificate with respect to the period covered by the financial statements delivered under Section 6.1, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 and 7.2 as of the last day of the period covered by such financial statements;
(b) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the Note Purchase Agreements;
(c) As soon as available and in any event within forty-five (45) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2016, a consolidated operating budget financial forecast for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Administrative Agent, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has forecast have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of forecast that are prepared by the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereofBorrower;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000[Reserved];
(e) at least 10 days prior theretoPromptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the chief executive office Borrower or corporate headquarters any of its Subsidiaries (documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date the Borrower notifies the Administrative Agent that such documents have become available on the U.S. Securities Exchange Commission’s XXXXX Database provided that: (i) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the Borrowerposting of any such documents);
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any material labor contract action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, is where any such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Other Business and Financial Information. The Borrower will deliver deliver, or cause to be delivered, to the Administrative Agent and the Administrative Agent shall promptly deliver to each Lender:
(a) promptly Concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Compliance Certificate in substantially the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 and 6.2 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 2006, a Responsible Officercopy of each Insurance Subsidiary’s learning “Statement of Actuarial Opinion” (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the United States Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the Borrower or any of their respective Subsidiaries;
(d) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any of their respective assetsGovernmental Authority (other than routine periodic inquiries, whether investigations or not reviews), that would, if adversely determined, be reasonably likely, individually or in the claim is considered aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries, as applicable, Subsidiaries from any Governmental Authority or Insurance Regulatory Authority of (y) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be covered by insurance, and (ii) the institution in compliance with applicable Requirements of any material administrative proceeding, that in the case of either clause (i) or (ii), would be Law which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to or that threatens the taking of any action against the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (prepared on a quarterly basis)z) any notice of any actual or threatened suspension, consisting limitation or revocation of, failure to renew, or imposition of a consolidated balance sheet and consolidated statements any restraining order, escrow or impoundment of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared funds in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafterconnection with, any modifications license, permit, accreditation or revisions to or restatements authorization of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is where such action would be reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Borrower, specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an its ERISA Affiliate Affiliate, as the case may be, with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, where such default or the default under or termination or cancellation of which could thereof is reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(nvii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(oe) as Promptly, notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party which would be reasonably likely to have a Material Adverse Effect;
(f) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or Agent, at the request of any Lender Lender, may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Borrowers will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery of the financial statements described in Section 6.1(b), a certificate executed by a Financial Officer of the Parent in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year (provided that such certificate shall not be required if no Excess Cash Flow payment with respect to such fiscal year is required under Section 2.6(g));
(c) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2006 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith based on estimates and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebyassumptions believed to be reasonable; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Parent or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Parent or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence of Parent shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior theretoCredit Party shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Parent to the public concerning material developments in the business of the chief executive office or corporate headquarters of the BorrowerParent and its Subsidiaries;
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Parent specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Parent has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which the Borrower action, suit, investigation or proceeding against or affecting any of its SubsidiariesCredit Party, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(f)(ii);
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Parent specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same could reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;Material Adverse Effect; and
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Parent setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 5.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 through 6.3 as applicable, to be of the last day of the period covered by insurancesuch financial statements; provided, and (ii) the institution of any material administrative proceedinghowever, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely Compliance Certificate delivered with respect to the Borrower or its Subsidiariesfinancial statements delivered pursuant to Section 5.1(b) for December 31, 2000 shall reflect the computation of the financial covenants set forth in Sections 6.1 through 6.3 of the Original Credit Agreement;
(b) As soon as available, but available and in any event no later than 90 within forty-five (45) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, a 2001, consolidated operating budget projections for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis)year, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has projections have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budgetprojections;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Parent will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2010 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange or Self-Regulatory Organization, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties, provided that notwithstanding anything to the contrary included in Section 5.1, the Borrowers shall be deemed to have given notice to the Administrative Agent and each Lender of the posting on the Parent’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(d) at the time such information is posted thereon and no further notice shall be required to be provided by the Borrowers to the Administrative Agent and the Lenders with respect thereto;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Parent specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerParent has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(e)(ii);
(iii) the expiration receipt by any Borrower or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to which the have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any Borrower or any of its Subsidiaries, is where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Parent specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract (including without limitation, the agreement between the Parent and LCH.Clearnet for the provision of clearing services) or other material contract or agreement to which any Credit Party Borrower or any of its Subsidiaries is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (y) the assertion of any Environmental Claim against or Event affecting any Borrower or any of Default.its Subsidiaries or any real property leased, operated or owned by such Borrower or such Subsidiary, or such Borrower’s or such Subsidiaries’ discovery of a basis for any such Environmental Claim; or (z) the receipt by any Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by such Borrower or such Subsidiary or release of any Hazardous Substance; but in each case under clauses (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Parent setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Parent or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower PXRE Group will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTIONS 5.1 and 5.2, a Responsible Officer’s learning thereof, Compliance Certificate in the form of EXHIBIT C-1 (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (ithe financial statements described in SECTION 5.1) or EXHIBIT C-2 (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely case of the financial statements described in SECTION 5.2) with respect to the Borrower or its Subsidiariesperiod covered by the financial statements then being delivered, executed by a Financial Officer of PXRE Group and the Borrower, together in each case with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements;
(b) As soon as available, but available and in any event no later than 90 days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1999, a consolidated operating budget complete set of projections for the Borrower PXRE Group and its Subsidiaries for such each of the succeeding fiscal year (prepared on a quarterly basis)years remaining through the Maturity Date, consisting of a (i) consolidated balance sheet projections prepared based on GAAP principles, (ii) consolidated projections prepared based on SAP principles, (iii) individual projections for each Material Subsidiary prepared based on GAAP principles, and consolidated statements of income and cash flows(iv) individual projections for each Material Insurance Subsidiary prepared based on SAP principles or in accordance with the requirements imposed by Lloyd's, as applicable, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has projections have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budgetprojections;
(c) Promptly upon receipt thereoffiling with the relevant Insurance Regulatory Authority and in any event within ninety (90) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 1999, a copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the final “relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary's jurisdiction of domicile;
(d) Promptly upon receipt thereof, copies of any "management letter” " submitted to PXRE Group any Credit Party of its Subsidiaries by its certified public accountants in connection with each an annual, interim or special audit, and promptly upon completion thereof, any response reports from PXRE Group or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower PXRE Group or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that PXRE Group or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by PXRE Group or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit PartiesPXRE Group or any of its Subsidiaries; provided that the items required to be delivered pursuant to this Section may be delivered electronically and(iv) all significant reports on examination or other similar significant reports, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the Borrower;NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business; (v) all significant filings made under applicable state insurance holding company acts by PXRE Group or any of its Subsidiaries, including, without limitation, filings seeking approval of material transactions with Affiliates; and (vi) all material information sent to rating agencies, including without limitation Moody's, Standard & Poor's, A.M. Best & Company and Duff & Xxxxxx Rating Co.
(mf) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of PXRE Group or the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature and of such Default or Event of Default, the period of existence thereof and the action that PXRE Group or the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(oii) as promptly as reasonably possiblethe institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or the Guarantors or any of the Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other information about the businessthan routine periodic inquiries, condition (financial investigations or otherwisereviews), operations that would, if adversely determined, be reasonably likely, individually or properties in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to SECTION 4.5 or this subsection;
(iii) the receipt by the Borrower or the Guarantors or any of the Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or the Guarantors or any of the Subsidiaries to be in compliance with applicable Requirements of Law, which failure is reasonably likely to have a Material Adverse Effect, or that threatens the taking of any Credit Party as action against the Administrative Agent Borrower or any Lender may from time to time reasonably request.such
Appears in 1 contract
Samples: Credit Agreement (Pxre Group LTD)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 9.1 (except, for the auditor's draft financial statements provided for in subsection (b) thereof) a Responsible Compliance Certificate with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer’s learning thereof, setting forth all Allowable Tax Distributions made during the immediately preceding fiscal quarter, together with (i) Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in ARTICLE X and ARTICLE XI as of the last day of the period covered by such financial statements, (ii) an accounts receivable aging schedule for the consolidated company and individual locations, and (iii) Securities and Exchange Commission reports and filings, management letters from auditors and other operating and financial information reasonably requested by the Administrative Agent;
(b) Concurrently with the delivery of the financial statements described in SECTION 9.1(b), in the aggregate and by individual location or other grouping acceptable to the Borrower and the Required Lenders, (i) unaudited income information (including revenues and Consolidated EBITDA) for such fiscal year then ended, (ii) a schedule of actual maintenance Capital Expenditures (including repairs and maintenance) for such fiscal year then ended, and (iii) the commencement maintenance Capital Expenditure budget for the fiscal year following the fiscal year then ended;
(c) Within twenty-five (25) days of the end of each calendar month, a certificate executed by a Financial Officer reflecting (i) the Allowable Tax Distributions made during the immediately preceding calendar month, (ii) any distributions permitted under SECTION 11.6(a)(ii) made during the immediately preceding calendar month, and (iii) the estimated Consolidated Net Income for the current fiscal quarter.
(d) Promptly upon receipt thereof, copies of any material litigation affecting "management letter" submitted to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Concurrently with the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess (i) all financial statements, reports, notices and proxy statements of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its SubsidiariesSubsidiaries that the Borrower shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries (including any Excluded Subsidiaries) shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(f) Promptly upon (and in any, event within five (5) Business Days after) any Authorized Officer obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a Responsible Officer’s learning thereofwritten statement of a Authorized Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower, any of its Subsidiaries (including all Excluded Subsidiaries) or any Managed Practice, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to SECTION 8.5 or this SUBSECTION 9.2(f);
(iii) the receipt by the Borrower or any of its Subsidiaries (including all Excluded Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from Person of (y) any notice asserting any failure by the Borrower, any of its Subsidiaries or any Managed Practice to be in compliance with applicable Requirements of Law or that threatens the taking of any way associated with any Environmental Lawaction against such Person or sets forth circumstances that, in each case atif taken or adversely determined, on, in, under or in any way affecting the Realty and all facts, eventswould be reasonably likely to have a Material Adverse Effect, or conditions that could lead (z) any notice of any actual or threatened Limitation with respect to any License or Reimbursement Approval of the foregoingBorrower, any of its Subsidiaries or any Managed Practice, where such action would be reasonably likely to have a Material Adverse Effect;
(jiv) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Authorized Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower, any Credit Party of its Subsidiaries (including all Excluded Subsidiaries) or any Managed Practice is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries (including all Excluded Subsidiaries) or any of their respective real property leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries (including any Excluded Subsidiary) of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Authorized Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto;
(g) Contemporaneously with delivery of the Financial Statements required under SECTION 9.1(b), beginning with the fiscal year ended December 31, 2003, consolidated projections for the Borrower and its Subsidiaries (including all Excluded Subsidiaries) for the succeeding three (3) fiscal years (prepared on a quarterly basis), together with a certificate of a Financial Officer of the Borrower to the effect that such projections have been prepared in good faith and are reasonable estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and, as soon as available from time to time thereafter, any modifications or revisions to or restatements of such projections; and
(oh) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including all Excluded Subsidiaries) (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in SECTION 6.1, (i) a Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.4 as applicable, to be of the last day of the period covered by insurancesuch financial statements, and (ii) the institution management's discussion and analysis of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within sixty (60) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1998, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with management's discussion and analysis of such budget and a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as 57 64 available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Borrower or at another website identified in a written notice to the Administrative Agent by the Borrowerany of its Subsidiaries;
(me) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature and of such Default or Event of Default, the period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(oii) as promptly as reasonably possiblethe institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other information about the businessthan routine periodic inquiries, condition (financial investigations or otherwisereviews), operations that would, if adversely determined, be reasonably likely, individually or properties in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to SECTION 5.5 or this subsection;
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any Credit Party as action against the Administrative Agent Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any Lender may from time of its Subsidiaries, where such action would be reasonably likely to time reasonably request.have a Material Adverse Effect;
Appears in 1 contract
Samples: Credit Agreement (Lason Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, Concurrently with each delivery of the financial statements described in Sections 5.1(a) (i) including with respect to financial statements as of the commencement end of any material litigation affecting and for the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement fourth fiscal quarter of each fiscal year, beginning with the 2011 fiscal year) and 5.1(b), a consolidated operating budget for Compliance Certificate with respect to the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis)period covered by the financial statements being delivered thereunder, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of executed by a Financial Officer of the Borrower to Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of by such budgetfinancial statements;
(cb) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties;
(d) immediately after a Promptly upon (and in any event within five Business Days after) any Responsible Officer’s learning Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, the relocation of the chief executive office suit, investigation or corporate headquarters of the Borrower;
proceeding against or affecting any Credit Party, including any such investigation or proceeding by any Governmental Authority (f) promptly after a Responsible Officer’s learning thereofother than routine periodic inquiries, any labor dispute to which the Borrower investigations or any of its Subsidiariesreviews), may become a partythat, or any strike or walkout relating to any of their plants or other facilitiesif adversely determined, in either case that is could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower or any of its Subsidiaries, is a party or by which any of them is boundthis Section;
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, in any such case the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same could reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;Material Adverse Effect; and
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(oe) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Company will deliver to the Administrative Agent and each LenderInvestor:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a), 5.1(b) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 5.1(c), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;Company.
(b) As soon as available, but available and in any event no later than 90 days following prior to the commencement of each fiscal year, beginning with the 2011 year for each fiscal yearyear thereafter, a consolidated and consolidating operating budget for the Borrower Company and its Subsidiaries for such fiscal year (prepared on a quarterly monthly basis), consisting of a consolidated and consolidating balance sheet and consolidated and consolidating statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Company to the effect that such budget has been prepared in good faith and is a and, in the good faith opinion of management, upon reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebyassumptions; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Company Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Company Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Company Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Company Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Company Party to the public concerning material developments in excess the business of $1,000,000the Company Parties;
(e) at least 10 Promptly upon (and in any event within ten days prior theretoafter) the Company obtaining Knowledge thereof, written notice of any of the following:
(i) the occurrence of any Event of Noncompliance, together with a written statement of a Responsible Officer of the Company specifying the nature of such Event of Noncompliance, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerCompany has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower Company Party, including any such investigation or proceeding by any of its SubsidiariesGovernmental Authority (other than routine periodic inquiries, may become a partyinvestigations or reviews), or any strike or walkout relating to any of their plants or other facilitiesthat, in either case that is if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 4.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 5.2(e)(ii);
(giii) promptly after the occurrence thereofreceipt by any Company Party from any Governmental Authority of (A) any notice asserting any failure by any Company Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Company Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Company Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Company specifying the details of such ERISA Event and the action that the applicable Credit Company Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Company Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a partyContract, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sendingamendment, filing modification or receipt thereofwaiver of any provision of any Company Parties’ articles or certificate of incorporation or formation, copies of (i) all financial statementsbylaws, reportsoperating agreement or other applicable formation or organizational documents, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commissionas applicable, the National Association terms of Securities Dealersany class or series of its Capital Stock, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by agreement among the holders of its Capital Stock or any Credit Party to the public concerning material developments in the business of the Credit Partiesthem; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(mvii) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any material Environmental Claim against or Event affecting any Company Party, Realty or real property formerly leased, operated or owned by any Company Party, or any Company Party’s discovery of Default.
a basis for any such Environmental Claim; (ny) the receipt by any Company Party of notice of any alleged material violation of or material noncompliance with any Environmental Laws or material release of any Hazardous Substance not in compliance with Environmental Laws and Environmental Permits; or (z) the commencement of any material investigation, remediation or other responsive action by any Company Party or any other matter Person in response to the actual or event that hasalleged violation of any Environmental Law by any Company Party or generation, storage, transport, release, disposal or could reasonably be expected to havedischarge of any Hazardous Substances on, individually to, upon or in the aggregatefrom any Realty or any real property formerly leased, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect theretooperated or owned by any Company Party; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Company Party as the Administrative Agent or any Lender Investor may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any of its Subsidiariesfinancial statements being delivered thereunder, as applicable, to be covered executed by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; by such financial statements and as soon as available from time containing explanatory footnotes of all pro forma adjustments and all adjustments to time thereafter, any modifications or revisions to or restatements of such budgetConsolidated EBITDA;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(lb) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholdersstockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party the Borrower shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, SEC and (iii) all press releases (excluding member notes and other statements circulars) made available generally by the Borrower or any Credit Party Subsidiary thereof to the public concerning material developments in the business of the Credit PartiesBorrower and its Subsidiaries; provided that notwithstanding anything to the items required to be delivered pursuant to this contrary included in Section may be delivered electronically and5.1, if so delivered, the Borrower shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(b) at the time such information is posted thereon and no further notice shall be required to be provided by the BorrowerBorrower to the Administrative Agent and the Lenders with respect thereto;
(mc) promptly, but Promptly upon (and in any event within five Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature of such Default or Event of Default;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and period of existence thereof and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(c)(ii);
(iii) any change in the action that the affected Credit Parties have taken and propose to take with respect theretoDebt Ratings; and
(oiv) as any other matter or event that has, or would reasonably be expected to have, a Material Adverse Effect.
(d) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 1 contract
Samples: 364 Day Credit Agreement (Intercontinental Exchange, Inc.)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2009 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its stockholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange or Self-Regulatory Organization, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties, provided that notwithstanding anything to the contrary included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of the posting on the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(d) at the time such information is posted thereon and no further notice shall be required to be provided by the Borrower to the Administrative Agent and the Lenders with respect thereto;
(e) at least 10 days prior theretoPromptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerBorrower has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, any labor dispute to which suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(e)(ii);
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to which have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, the Borrower or any of its Subsidiaries, is where such action could reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract (including without limitation, the agreement between the Borrower and LCH.Clearnet for the provision of clearing services) or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (y) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any real property leased, operated or owned by the Borrower or any of its Subsidiaries, or the Borrower’s or any of its Subsidiaries’ discovery of a basis for any such Environmental Claim; or (z) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries or release of any Hazardous Substance; but in each case under clauses (y) and (z) above, only to the extent the same could reasonably be expected to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in SECTION 6.1, (i) a Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurance, such financial statements and (ii) the institution of any material administrative proceedinga Project liquidity-capital adequacy disclosure certificate, that substantially in the case form of either clause (i) or (ii)EXHIBIT H, would be reasonably likely to have, individually or in showing for each Project the aggregate, a Material Adverse Effect if decided adversely to required budget and financing information updated through the Borrower or its Subsidiarieslast day of the period covered by such financial statements;
(b) As soon as available, but and in any event no later than 90 days following the commencement March 15 of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such the fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;.
(c) Promptly upon (and in any event within five (5) Business Days after) receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
Promptly upon (e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, event within five (iii5) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (ivBusiness Days after) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Borrower or at another website identified in a written notice to the Administrative Agent by the Borrowerany of its Subsidiaries;
(me) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth specifying the nature and of such Default or Event of Default, the period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(oii) as promptly as reasonably possiblethe institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other information about the businessthan routine periodic inquiries, condition (financial investigations or otherwisereviews), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.that would, if adversely determined, be
Appears in 1 contract
Samples: Credit Agreement (St Joe Co)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, Concurrently with each delivery of the financial statements described in Sections 5.1(a) (i) including with respect to financial statements as of the commencement end of any material litigation affecting and for the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement fourth fiscal quarter of each fiscal year, beginning with the 2011 fiscal year) and 5.1(b), a consolidated operating budget for Compliance Certificate with respect to the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis)period covered by the financial statements being delivered thereunder, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of executed by a Financial Officer of the Borrower to Borrower, together with a Covenant Compliance Worksheet reflecting the effect that such budget has been prepared in good faith and is a reasonable estimate computation of the financial position and results of operations covenants set forth in Article VI as of the Borrower and its Subsidiaries for last day of the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of by such budgetfinancial statements;
(cb) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties;
(d) immediately after a Promptly upon (and in any event within five Business Days after) any Responsible Officer’s learning Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, the relocation of the chief executive office suit, investigation or corporate headquarters of the Borrower;
proceeding against or affecting any Credit Party, including any such investigation or proceeding by any Governmental Authority (f) promptly after a Responsible Officer’s learning thereofother than routine periodic inquiries, any labor dispute to which the Borrower investigations or any of its Subsidiariesreviews), may become a partythat, or any strike or walkout relating to any of their plants or other facilitiesif adversely determined, in either case that is could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower or any of its Subsidiaries, is a party or by which any of them is boundthis Section;
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, in any such case the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same could reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on a Material Adverse Effect;
(vii) if the date on which the such information Borrower has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written not already provided notice to the Administrative Agent by the Borrower;
(m) promptlyLender pursuant to Section 5.8, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event a Permitted Acquisition together with a reasonably detailed description of Default.the material terms of such Permitted Acquisition (including, without limitation, the Acquisition Amount and method and structure of payment) and of each Target that is the subject of such Permitted Acquisition and
(nviii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(e) Concurrently with each delivery of the financial statements described in Section 5.1(b), commencing with respect to the financial statements for fiscal year ended 2015, calculations reflecting the computation of Consolidated EBITDA for the Immaterial Subsidiaries as of the last day of the period covered by such financial statements; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lenderfollowing:
(a) promptly after To each Lender, concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereof, Compliance Certificate in the form of Exhibit C-1 (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (ithe financial statements described in Section 5.1) or Exhibit C-2 (iiin the case of the financial statements described in Section 5.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Parent (or a vice president of the Parent having significant responsibility for financial matters), would be reasonably likely to have, individually or together in each case with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the aggregate, a Material Adverse Effect if decided adversely to Worksheets as of the Borrower or its Subsidiarieslast day of the period covered by such financial statements;
(b) As soon as availableTo each Lender, but in any event no later than 90 days following the commencement of each fiscal year, beginning concurrently with the 2011 fiscal year, a consolidated operating budget delivery of the annual report for the Borrower and its Subsidiaries for such fiscal year (prepared Parent on a quarterly basisForm 10-K described in Section 5.1(b), consisting (i) a report thereon by KPMG Peat Marwick, LLP, , or another independent certified public accounting firm of a consolidated balance sheet recognized national standing reasonably acceptable to the Required Lenders, that is not qualified as to going concern or scope of audit and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of financial statements present fairly the consolidated financial position condition and results of operations of the Borrower Parent and its Subsidiaries Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such 50 year, and (ii) a report by such accountants to the effect that, based on and in connection with their examination of the financial statements of the Parent and its Subsidiaries, they obtained no knowledge of the occurrence or existence of any Default or Event of Default relating to accounting or financial reporting matters, or a statement specifying the nature and period covered therebyof existence of any such Default or Event of Default disclosed by their audit; and as soon as available from time provided, however, that such accountants shall not be liable by reason of the failure to time thereafter, obtain knowledge of any modifications Default or revisions to Event of Default that would not be disclosed or restatements revealed in the course of such budgettheir audit examination;
(c) Promptly upon receipt thereofTo each Lender, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material matters and proxy statements that the Borrower Parent or any of its Subsidiaries shall send or make available generally to its the Parent's shareholders, ; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Parent or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange CommissionSEC, the National Association of Securities Dealers, Inc. or any national securities exchange, and ; (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andextent permitted by Applicable Law, if so deliveredall significant reports on examination or other similar significant reports, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the Borrower;
(m) promptly, but in NAIC or any event within five Business Days after the Borrower becomes aware of the occurrence of any Default Insurance Regulatory Authority or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take Governmental Authority with respect theretoto any Insurance Subsidiary's insurance business; and
(oiv) as promptly as reasonably possible, such other information about all significant filings made under applicable state insurance holding company acts by the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent Parent or any Lender may from time of its Subsidiaries, including, without limitation, filings seeking approval of material transactions with Affiliates; and (v) all material information sent by the Parent or any of its Subsidiaries to time reasonably request.rating agencies, including without limitation Moody's, Standard & Poor's, A.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, (i) Concurrently with the commencement delivery of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, financial statements referred to be covered by insurance, in paragraphs 5A(i) and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely Compliance Certificate with respect to the Borrower or its Subsidiariesperiod covered by the financial statements delivered under paragraph 5A, executed by a Financial Officer of the Company, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in paragraphs 6N and 6O as of the last day of the period covered by such financial statements;
(bii) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the Existing Note Purchase Agreement;
(iii) As soon as available, but available and in any event no later than 90 within forty-five (45) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 2020, a consolidated operating budget financial forecast for the Borrower Company and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Required Holders, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Company to the effect that such budget forecast has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Company and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budgetforecast that are prepared by the Company;
(civ) [Reserved];
(v) Promptly upon the sending, filing or receipt thereof, a copy copies of (i) all financial statements, reports, notices and proxy statements that the Company or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the final “management letter” submitted Company or any of its Subsidiaries (documents required to be delivered pursuant to paragraph 5B(v) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date the Company notifies the holders of Notes that such documents have become available on the U.S. Securities Exchange Commission’s EXXXX Database provided that: (i) Company shall deliver paper copies of such documents to any Credit Party holder of Notes that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by its certified public accountants in connection with such holder of Notes and (ii) the Company shall notify each annual, interim holder of Notes (by telecopier or special audit, and promptly upon completion thereof, electronic mail) of the posting of any response reports from such Credit Party in respect thereofdocuments);
(dvi) immediately after a Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer’s learning Officer of the Company obtaining knowledge thereof, written notice of any of the following:
(a) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Company specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company has taken and proposes to take with respect thereto;
(eb) at least 10 days prior theretothe institution or threatened institution of any action, suit, investigation or proceeding against or affecting the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower Company or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to paragraph 8E or this subparagraph;
(c) the expiration receipt by the Company or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Company or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any material labor contract action against the Company or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower Company or any of its Subsidiaries, is where any such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(gd) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Company specifying the details of such ERISA Event and the action that the applicable Credit Party Company has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Company or an such ERISA Affiliate with respect to such ERISA Event; and;
(ke) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Company or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lf) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Company, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Company or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Company, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Company or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(ng) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Company setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Company has taken and propose proposes to take with respect thereto; and
(ovii) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent Company or any Lender of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as any holder of Notes may from time to time reasonably request.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Old Dominion Freight Line, Inc.)
Other Business and Financial Information. The Borrower will ---------------------------------------- deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting Exhibit C with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet in the form of Attachment A to Exhibit C reflecting the computation of the financial covenants set forth in Sections 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as availableConcurrently with each delivery of the financial statements described in Section 6.1(b), but and in any event no not later than 90 ninety-five (95) days following after the commencement last day of each fiscal year, beginning with the 2011 fiscal year ending December 31, 2000, a certificate executed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year;
(c) As soon as available and in any event within 45 days following the end of each fiscal year, beginning with the fiscal year ending December 31, 1999, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements statement of income and cash flowsincome, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(f) Except as otherwise indicated below, promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as a wholeincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would be required to be disclosed by the Company pursuant to the Exchange Act (such disclosure to be made to the Administrative Agent when required to be disclosed pursuant to such Act), and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) written the receipt by the Borrower or any Subsidiary from the FCC or any other Governmental Authority or filing or receipt thereof by the Borrower or any Subsidiary, (a) a copy of any order or notice from of the FCC or any other Governmental Authority or any court of competent jurisdiction which designates any material license, permit, or authorization ("Authorization") of the Borrower or any Subsidiary, or any application therefor, for a hearing, or which refuses renewal or extension of, or revokes, materially modifies, terminates or suspends any Authorization now or hereafter held by the Borrower or any Subsidiary which is required to construct or operate any broadcast station or its other businesses in compliance with all applicable laws and regulations, (b) a copy of any competing application filed with respect to any Authorization of the Borrower or any Subsidiary, or any citation, notice of violation or order to show cause issued by the FCC or any Governmental Authority, Authority with respect to the Borrower or by any other Person, of possible Subsidiary which is available to the Borrower or alleged noncompliance with or liability under any Environmental Law Subsidiary and any investigations concerning any violation (c) a copy of any Environmental Law, notice or application by the Borrower or any Subsidiary requesting authority to or notifying the FCC of its intent to cease broadcasting on any broadcast station for any period in excess of 10 days;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Parent Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its SubsidiariesNew ICE Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, such financial statements and (ii) the institution containing explanatory footnotes of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely all pro forma adjustments and all adjustments to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its SubsidiariesConsolidated EBITDA;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2012 fiscal year, a consolidated operating budget for the Parent Borrower and its Subsidiaries (or, if available, for New ICE Parent and its Subsidiaries) for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower New ICE Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower New ICE Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon the sending, filing or receipt thereof, a copy copies of (i) all financial statements, reports, notices and proxy statements that New ICE Parent or the Parent Borrower shall send or make available generally to its stockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that New ICE Parent or the Parent Borrower shall render to or file with the Securities and Exchange Commission, and (iii) all press releases (excluding member notes and circulars) made available generally by New ICE Parent or any Subsidiary thereof to the public concerning material developments in the business of New ICE Parent and its Subsidiaries; provided that notwithstanding anything to the contrary included in Section 5.1, the Parent Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of the final “management letter” submitted posting on New ICE Parent’s or the Parent Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(c) at the time such information is posted thereon and no further notice shall be required to any Credit Party be provided by its certified public accountants in connection the Parent Borrower to the Administrative Agent and the Lenders with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereofthereto;
(d) immediately after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of a Responsible Officer’s learning Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Parent Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Parent Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, the relocation of the chief executive office suit, investigation or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower proceeding against or affecting New ICE Parent or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, would reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(d)(ii);
(iii) the expiration receipt by New ICE Parent or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to which the Borrower have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, New ICE Parent or any of its Subsidiaries, is where such action would reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Parent Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party New ICE Parent or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nv) any other matter or event that has, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Parent Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(oe) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of New ICE Parent or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 1 contract
Samples: Credit Agreement (IntercontinentalExchange Group, Inc.)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, (i) Concurrently with the commencement delivery of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, financial statements referred to be covered by insurance, in paragraphs 5A(i) and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely Compliance Certificate with respect to the Borrower or its Subsidiariesperiod covered by the financial statements delivered under paragraph 5A, executed by a Financial Officer of the Company, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in paragraphs 6N and 6O as of the last day of the period covered by such financial statements;
(bii) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the Existing Note Purchase Agreement[Reserved];
(iii) As soon as available, but available and in any event no later than 90 within forty-five (45) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 2020, a consolidated operating budget financial forecast for the Borrower Company and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Required Holders, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Company to the effect that such budget forecast has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Company and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budgetforecast that are prepared by the Company;
(civ) [Reserved];
(v) Promptly upon the sending, filing or receipt thereof, a copy copies of (i) all financial statements, reports, notices and proxy statements that the Company or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Company or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Company or any of its Subsidiaries to the public concerning material developments in the business of the final “management letter” submitted Company or any of its Subsidiaries (documents required to be delivered pursuant to paragraph 5B(v) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date the Company notifies the holders of Notes that such documents have become available on the U.S. Securities Exchange Commission’s EXXXX Database provided that: (i) Company shall deliver paper copies of such documents to any Credit Party holder of Notes that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by its certified public accountants in connection with such holder of Notes and (ii) the Company shall notify each annual, interim holder of Notes (by telecopier or special audit, and promptly upon completion thereof, electronic mail) of the posting of any response reports from such Credit Party in respect thereofdocuments);
(dvi) immediately after a Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer’s learning Officer of the Company obtaining knowledge thereof, written notice of any of the following:
(a) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Company specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Company has taken and proposes to take with respect thereto;
(eb) at least 10 days prior theretothe institution or threatened institution of any action, suit, investigation or proceeding against or affecting the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower Company or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to paragraph 8E or this subparagraph;
(c) the expiration receipt by the Company or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Company or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any material labor contract action against the Company or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower Company or any of its Subsidiaries, is where any such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(gd) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Company specifying the details of such ERISA Event and the action that the applicable Credit Party Company has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Company or an such ERISA Affiliate with respect to such ERISA Event; and;
(ke) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Company or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lf) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Company, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Company or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Company, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Company or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(ng) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Company setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Company has taken and propose proposes to take with respect thereto; and
(ovii) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent Company or any Lender of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as any holder of Notes may from time to time reasonably request.
Appears in 1 contract
Samples: Note Purchase and Private Shelf Agreement (Old Dominion Freight Line, Inc.)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in Section 6.1, (i) a Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1, 7.2 and 7.3 as applicable, to be of the last day of the period covered by insurance, such financial statements and (ii) the institution management's discussion and analysis of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within sixty (60) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 2002, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis)year, consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with management's discussion and analysis of such budget and a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence after Plan Effectiveness of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(oviii) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request;
(i) Not later than the tenth Business Day of each month (commencing with the end of the first full calendar month elapsed after Plan Effectiveness), in form and detail satisfactory to the Agent, a 13-week rolling cash flow forecast for the Borrower and its Subsidiaries, updated (commencing with the second such forecast) to show actual results for the prior month, and (ii) not later than the fifteenth Business Day of each month, in form and detail satisfactory to the Agent, (x) summary agings of accounts payable and accounts receivable for the Borrower and its Subsidiaries as of the end of the prior month and (y) a summary of Capital Expenditures for the prior month and on a cumulative basis since Plan Effectiveness;
(g) Promptly upon receipt thereof, copies of any correspondence, letters of intent, agreements or similar documents pertaining in any manner to any proposed Asset Sale of the Borrower or its Subsidiaries; and
(h) As soon as available and in any event within thirty (30) days after the end of each month (other than the last month of a fiscal quarter), the unaudited consolidated balance sheet of the Borrower and its Subsidiaries (by business unit or division) as of the end of such month, and the related consolidated statements of income of the Borrower and its Subsidiaries (by business unit or division) for such month and for the period commencing at the end of the previous fiscal year and ending with the end of such month, in form and detail reasonably acceptable to the Agent, setting forth in each case in comparative form the variances, if any, from the budget and forecast delivered as part of the Plan of Reorganization and Disclosure Statement (or, with respect to periods ending after the delivery of a budget delivered pursuant to Section 6.2(b), from the last such budget).
Appears in 1 contract
Samples: Credit Agreement (Lason Inc)
Other Business and Financial Information. The Borrower RIHL will deliver to the Administrative Agent and each LenderLender Party:
(a) promptly after a Responsible Officer’s learning thereof, (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregateOn a monthly basis, a Material Adverse Effect if decided adversely copy of the Collateral Value Report with respect to RIHL in accordance with the Borrower or its Subsidiariesterms of Section 2.16(b) of the Reimbursement Agreement;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cii) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party RIHL by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports report from such Credit Party RIHL in respect thereof;
(diii) immediately after a Responsible Officer’s learning Promptly upon receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000new, updated or revised report from S&P (or any other similar or successor rating agency) with respect to RIHL;
(eiv) at least 10 days prior theretoPromptly upon the sending, the relocation of the chief executive office filing or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning receipt thereof, any labor dispute copies of (A) all financial statements and other material reports, notices and filings that RIHL shall send to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice receive from any Governmental Authority, or (B) all notices and other reports made available by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead RIHL to any of the foregoingits shareholders;
(jv) promptly after a Promptly upon (and in any event on the next Business Day after) any Responsible Officer’s learning Officer of RIHL obtaining knowledge thereof, written notice of the occurrence of any ERISA Substitution Event, Suspension Event, Default or Event resulting of Default (including RIHL’s failure to comply with its undertakings in a liability in excess of $500,000this Agreement and the other Credit Documents), together with (x) a written statement of a Responsible Officer of the Borrower RIHL specifying the details nature of such ERISA Event event, the period of existence thereof and the action that the applicable Credit Party RIHL has taken and proposes to take with respect thereto;
(vi) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of RIHL obtaining knowledge thereof, written notice of any of the following:
(A) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting RIHL, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to this subsection;
(B) the receipt by RIHL from any Governmental Authority of (y) a copy any notice asserting any failure by RIHL to be in compliance with applicable Requirements of Law or that threatens the taking of any notice with respect action against RIHL or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to such ERISA Event that may be required to be filed with the PBGC and have a Material Adverse Effect, or (z) a copy any notice of any notice delivered by the PBGC actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any Credit Party restraining order, escrow or an ERISA Affiliate with respect impoundment of funds in connection with, any license, permit, accreditation or authorization of RIHL, where such action would be reasonably likely to such ERISA Event; andhave a Material Adverse Effect;
(kC) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party RIHL is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect, or any proposed amendment to any such Material Contract which would require the consent of the Administrative Agent;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nD) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower RIHL setting forth the nature and period of existence thereof and the action that the affected Credit Parties have RIHL has taken and propose proposes to take with respect thereto; and
(oE) as promptly as reasonably possiblepracticable, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party RIHL as the Administrative Agent or any other Lender Party may from time to time reasonably request. Information to be provided to all the Lender Parties pursuant to Sections 2(a) and 2(b) may be provided by RIHL’s posting such information to SyndTrak, IntraLinks or similar information transmission systems as provided in the Reimbursement Agreement; provided that any notice pursuant to Section 2(b)(v) or clauses (A) through (D) of Section 2(b)(vi) shall not be effective until also received by the Administrative Agent as required by Section 9.2(a) of the Reimbursement Agreement.
Appears in 1 contract
Samples: Rihl Undertaking and Agreement (Renaissancere Holdings LTD)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1, 6.2(a) and 6.2(b), a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements then being delivered and in the form set forth in Exhibit C appropriate for such financial statements, (i) executed by the commencement chief financial officer of any material litigation affecting the Borrower or any of its Subsidiaries(together, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (ithe financial statements described in Section 6.2(a) or (iiand 6.2(b), would be reasonably likely to have, individually or with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 through 7.11 and Section 7.15 as of the aggregate, a Material Adverse Effect if decided adversely to last day of the Borrower or its Subsidiariesperiod covered by such financial statements);
(b) As soon as available, but Promptly upon filing with the relevant Department and in any event no later than 90 within ninety (90) days following after the commencement end of each fiscal year, beginning with the 2011 current fiscal year, a copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the relevant Department not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year, together with a copy of its Management Discussion and Analysis in connection therewith, each in the format prescribed by the applicable Insurance Code;
(c) As soon as practicable and in any event within one hundred fifty (150) days after the end of each fiscal year, beginning with the current fiscal year, an Actuarial Report with respect to each Insurance Subsidiary as of the end of such fiscal year;
(d) As soon as practicable and in any event within thirty (30) days prior to the end of each fiscal year, beginning with the fiscal year ending December 31, 1996, new business plans and a consolidated and consolidating operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on and projected financial statements for the Borrower and its Subsidiaries for a quarterly basis)six-year period from the first day of the succeeding fiscal year, consisting of a consolidated and consolidating balance sheet and consolidated sheets, statements of income and cash flows, together with a certificate of a Financial Officer the president or chief financial officer of the Borrower to the effect that such budget has budgets and financial projections have been prepared in good faith and is a are reasonable estimate estimates (subject to the uncertainties and approximations inherent in any projections) of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; , all in form and as soon as available from time substance satisfactory to time thereafter, any modifications or revisions to or restatements of such budgetthe Lender;
(ce) Promptly upon (and in any event within three (3) Business Days after) receipt thereof, a copy of each final report to each Insurance Subsidiary from the final “NAIC as to such Insurance Subsidiary's status under the relevant IRIS Tests;
(f) Promptly upon (and in any event within three (3) Business Days after) receipt of any regulatory examination of any Insurance Subsidiary prepared by any Department;
(g) Promptly upon (and in any event within three (3) Business Days after) receipt or completion thereof, copies of any "management letter” " or other significant report or other communication submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants accountants, and any response reports from the Borrower or any such Subsidiary in respect thereof, in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
Promptly upon (i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or and in any way associated with any Environmental Law, event within three (iii3) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (ivBusiness Days after) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower Borrower, any of its Subsidiaries or any Mutual Fund of any Investment Advisory Subsidiary shall send or make available generally to its shareholderspublic shareholders or file with the Securities and Exchange Commission, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) prospectuses, including all amendments thereto, that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. NASD or any national securities exchangeexchange (including, with respect to any Broker-Dealer Subsidiary each Form BD and each FOCUS report filed by such Broker-Dealer Subsidiary, and with respect to each Investment Advisory Subsidiary each Form ADV filed by such Investment Advisory Subsidiary), (iii) all reports on examination or similar reports, financial examination reports or market conduct examination reports by the NAIC or any Department or other Governmental Authority with respect to any Insurance Subsidiary's insurance business, (iv) all Insurance Holding Company Systems Act filings with Governmental Authorities made by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates, and (iiiv) all press releases and other statements made that the Borrower or any of its Subsidiaries shall make available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that Borrower or any of its Subsidiaries, other than press releases or statements issued in the items ordinary course of business;
(i) Promptly at the end of each fiscal quarter of the Borrower, a report containing current information about each of the Investment Advisory Subsidiaries and their respective assets under management during such fiscal quarter, such report to be in a form approved by the Lender;
(j) Within thirty (30) days after the filing thereof with the Internal Revenue Service, copies of each annual report on Form 5500 required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified filed under ERISA in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together connection with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect theretoeach Employee Plan; and
(ok) as promptly as reasonably possiblePromptly, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and ---------------------------------------- each Lender:
(a) promptly after a Responsible Officer’s learning thereof, Concurrently with each delivery of the financial statements described in Section 6.1,
(i) a Compliance Certificate with respect to the commencement period covered by the financial statements then being delivered, executed by a Financial Officer of any material litigation affecting the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 through 7.5 as of the last day of the period covered by such financial statements;
(ii) a report with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower and in form and substance satisfactory to the Agents, detailing each (A) new Management Services Agreement, (B) conversion of a Management Services Agreement from the "net revenue model" to the "earnings model" or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, other material change to be covered by insurancea Management Services Agreement, and (iiC) termination of a Management Services Agreement, including whether such termination was in connection with a PPM Asset Disposition and whether the institution of any material administrative proceeding, that in affiliated physicians or physician practice group entered into an agreement under the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its SubsidiariesBorrower's "service line model";
(b) As soon as availableConcurrently with each delivery of the financial statements described in Section 6.1(b), but and in any event no not later than 90 ninety (90) days following after the commencement last day of each fiscal year, beginning with the 2011 fiscal year ending December 31, 2002 a certificate executed by a Financial Officer of the Borrower in form and substance satisfactory to the Agent and setting forth the calculation of Excess Cash Flow for such fiscal year;
(c) As soon as available and in any event within thirty (30) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2002, a consolidated operating budget for the Borrower and its Subsidiaries for such the then-current fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereofafter review by the Borrower's board of directors, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andBorrower and its Subsidiaries, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in taken as a written notice to the Administrative Agent by the Borrowerwhole;
(mf) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and, to the extent then determined, the action that the Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or, to the Borrower's knowledge, affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth other circumstances that would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, or (z) any notice of any actual or threatened Limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation, authorization or Reimbursement Approval of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice, if available, with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice, if available, delivered by the PBGC to the Borrower or such ERISA Affiliate with respect to such ERISA Event;
(v) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any of its Subsidiaries is a party, the termination or cancellation of which would be reasonably likely to have a Material Adverse Effect;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(vii) the receipt by any Borrower or any of it Subsidiaries of (x) any notice of loss of Joint Commission on Accreditation of Healthcare Organizations accreditation, loss of participation under any material reimbursement program or loss of applicable health care licenses at any facility owned or leased or managed by the Borrower or any of its Subsidiaries; and (y) any other material deficiency notice, compliance order or adverse report issued by any Governmental Authority or accreditation commission having jurisdiction over licensing, accreditation or operation of any such facility or by any Governmental Authority or private insurance company pursuant to a provider agreement, which, if not promptly complied with or cured, could result in the suspension or forfeiture of any license, certification, or accreditation necessary for any such facility to carry on its business as then conducted or the suspension or termination of any Third Party Payor Arrangement available to the facility; and
(viii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Us Oncology Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 5.1(a) AND (b), a Responsible Officer’s learning thereofCompliance Certificate with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the (i) the commencement affirmative covenants on Permitted Acquisitions (SECTION 5.8(a)(i)) and Creation or Acquisition of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and Subsidiaries (SECTION 5.9); (ii) the institution of any material administrative proceeding, that financial covenants set forth in SECTIONS 6.1 through 6.4; and (iii) the case of either clause negative covenants on Indebtedness (i) or (iiSECTION 7.2(vi)), would be reasonably likely to haveInvestments (SECTION 7.5(x)) and Restricted Payments (SECTION 7.6(a)(iii)), individually or in all as of the aggregate, a Material Adverse Effect if decided adversely to last day of the Borrower or its Subsidiariesperiod covered by such financial statements;
(b) As soon as available, but available and in any event no later than 90 days following by the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1999, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 4.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened Limitation on any License, Reimbursement Agreement or other authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected to havelikely, individually or in the aggregate, to have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.
its Subsidiaries or any of their respective real property, leased or owned; (ny) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other matter Person in response to the actual or event that hasalleged generation, storage, release, disposal or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties discharge of any Credit Party as the Administrative Agent Hazardous Substances on, to, upon or from any Lender may from time to time reasonably request.real
Appears in 1 contract
Samples: Credit Agreement (Orthalliance Inc)
Other Business and Financial Information. The Borrower will deliver deliver, or cause to be delivered, to the Administrative Agent and the Administrative Agent shall promptly deliver to each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1 and 5.2, a Responsible Officer’s learning thereof, (i) Compliance Certificate in substantially the commencement form of any material litigation affecting Exhibit C with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 through 6.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within one hundred five (105) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ended December 31, 2011, a consolidated operating budget for copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion” (or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange CommissionSEC, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any Credit Party of its Subsidiaries to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm Borrower or at another website identified in a written notice to the Administrative Agent by the Borrowerany of their respective Subsidiaries;
(md) promptly, but Promptly upon (and in any event within five (5) Business Days after after) any Responsible Officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.3(d)(ii);
(iii) the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Insurance Regulatory Authority of (y) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect or that threatens the taking of any action against the Borrower or any of its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event which has resulted in or could reasonably be expected to result in material liability to the Borrower or any of its Subsidiaries, together with (x) a written statement of a Responsible Officer of the Borrower, specifying the details of such ERISA Event and the action that the Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that is required to be filed by the Borrower or any ERISA Affiliate, as applicable, with the PBGC and (z) a copy of any notice delivered by the PBGC to the Borrower or its ERISA Affiliate, as the case may be, with respect to such ERISA Event;
(v) the occurrence of any material default under, or any proposed or threatened termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any of its Subsidiaries is a party, where such default or the termination or cancellation thereof is reasonably likely to have a Material Adverse Effect;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting the Borrower or any of its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(vii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party which would be reasonably likely to have a Material Adverse Effect; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries as the Administrative Agent or Agent, at the request of any Lender Lender, may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1 and 6.2, a Responsible Officer’s learning thereof, Compliance Certificate in the form of Exhibit C-1 (i) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (ithe financial statements described in Section 6.1) or Exhibit C-2 (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely case of the financial statements described in Section 6.2) with respect to the Borrower or its Subsidiariesperiod covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together in each case with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements;
(b) As soon as available, but available and in any event no later than 90 days following the commencement prior to December 15 of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, a 1998, (i) consolidated operating budget projections showing the actual results for the most recent fiscal year and the pro forma results for the next five (5) successive years prepared in accordance with GAAP for the Borrower and its Subsidiaries Subsidiaries, including (x) projected income statements, (y) projected stockholder equity (including book value and maximum debt calculation analyses), and (z) projected balance sheets; and (ii) combined and combining projections showing the actual results for such the most recent fiscal year and the pro forma results for the next five (5) successive years prepared on in accordance with SAP for the Insurance Subsidiaries, including (x) a quarterly basiscombined statutory balance sheet, (y) combined and combining statutory income statements, and (z) projected statutory surplus (including maximum dividend calculations, A.M. Best & Company coverage and performance ratios), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that all such budget has projections have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budgetprojections;
(c) Promptly upon receipt thereoffiling with the relevant Insurance Regulatory Authority and in any event within one hundred (100) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 1998, a copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the final “relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary's jurisdiction of domicile;
(d) As soon as available and in any event within one hundred (100) days after the end of each fiscal year, a certification with respect to an actuarial review of the liabilities and other items of each Insurance Subsidiary as of the end of such fiscal year, prepared at the Borrower's expense, by an actuary or a firm of actuaries reasonably acceptable to the Agent, such certification to be in form and substance reasonably acceptable to the Required Lenders;
(e) Promptly upon receipt thereof, copies of any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(df) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior theretoits Subsidiaries shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the chief executive office Borrower or corporate headquarters any of its Subsidiaries; (iv) all significant reports on examination, financial examination reports or market conduct examination reports by the Borrower;
NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business; (fv) promptly after a Responsible Officer’s learning thereof, any labor dispute to which all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, may become a partyincluding, or without limitation, filings seeking approval of transactions with Affiliates; and (vi) all material information sent to A.M. Best & Company.
(g) Promptly upon (and in any strike or walkout relating to event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of their plants the following:
(i) the occurrence of any Default or other facilitiesEvent of Default, in either case that is reasonably likely to havetogether with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, individually or in the aggregate, a Material Adverse Effect, period of existence thereof and the expiration action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any material labor contract to which action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, is including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a party Material Adverse Effect, and any material development in any litigation or by which any of them is boundother proceeding previously reported pursuant to Section 5.5 or this subsection;
(giii) promptly after the occurrence thereofreceipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by any obligor under any note license, permit, accreditation or other evidence authorization of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000where such action would be reasonably likely to have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(nvii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto;
(h) Promptly, notice of (i) the occurrence of any material amendment or modification to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage, litigation, claim or arbitration arising out of any Reinsurance Agreement to which it is a party which would be reasonably likely to have a Material Adverse Effect; and
(oi) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Platinum Holdings will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting Exhibit D with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its SubsidiariesPlatinum Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Article VII of this Agreement as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon Promptly after filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each Fiscal Year, beginning with the Fiscal Year ending December 31, 2011, a copy of each Material Insurance Subsidiary’s “Statement of Actuarial Opinion” as availableto the adequacy of such Material Insurance Subsidiary’s loss reserves as of such Fiscal Year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately fifth Business Day after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower Platinum Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all regularreports (other than earnings press releases) on Form 10-Q, periodic and special reports, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8S-8 or its successor form) that Platinum Holdings or any Credit Party of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by reports on Form A (or any Credit Party to the public concerning successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andreports on examination or similar material reports, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the BorrowerNAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Material Insurance Subsidiary’s insurance business and (v) all material filings made under applicable state insurance holding company acts by Platinum Holdings or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates;
(md) promptly, but Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of any Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default., together with a written statement of a Responsible Officer of such Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to take with respect thereto;
(nii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting Platinum Holdings or any of its Subsidiaries, including any investigation or proceeding by any Insurance Regulatory Authority or any other Governmental Authority (other than inquiries and routine periodic investigations or reviews), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this Section 6.3(d);
(iii) the receipt by Platinum Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or any other Governmental Authority of (i) any written notice asserting any failure by Platinum Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against Platinum Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Platinum Holdings or any of its Subsidiaries, where such action would reasonably be expected to have a Material Adverse Effect;
(iv) the occurrence of any ERISA Event, together with (i) a written statement of a Responsible Officer of Platinum Holdings specifying the details of such ERISA Event and the action that Platinum Holdings has taken and proposes to take with respect thereto, (ii) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (iii) a copy of any notice delivered by the PBGC to Platinum Holdings or such ERISA Affiliate with respect to such ERISA Event;
(v) that any material contribution required to be made with respect to a Foreign Pension Plan has not been timely made, or that Platinum Holdings or any of its Subsidiaries may incur any material liability pursuant to any Foreign Pension Plan;
(vi) the occurrence of any decrease in (i) the rating given by either Standard & Poor’s or Xxxxx’x with respect to any Insurance Subsidiary’s claims paying ability or financial strength rating or (ii) the rating given to any Insurance Subsidiary by A.M. Best Company;
(vii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would reasonably be expected to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Platinum Holdings setting forth the nature and period of existence thereof and the action that Platinum Holdings or the affected Credit Parties have Party has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Platinum Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of Platinum Holdings or any Credit Party of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Platinum Underwriters Holdings LTD)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly Within sixty (60) days after a Responsible Officer’s learning thereof, the end of each of the first three (i3) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement fiscal quarters of each fiscal year, beginning with the 2011 fiscal quarter ending September 30, 2005, and within one hundred (100) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2005, a Compliance Certificate with respect to the period covered by the financial statements delivered under Section 6.1, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 and 7.2 as of the last day of the period covered by such financial statements;
(b) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the senior notes referred to on Schedule 8.2;
(c) As soon as available and in any event within forty-five (45) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2005, a consolidated operating budget financial forecast for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Agent, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has forecast have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budgetforecast that are prepared by the Borrower;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(f) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where any such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Other Business and Financial Information. The Borrower Xxxxxxxx will deliver to the Administrative Agent and each LenderAgent:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its SubsidiariesXxxxxxxx, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within 60 days following after the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower Xxxxxxxx and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Xxxxxxxx to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries Consolidated Entities for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party Consolidated Entity by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party Consolidated Entity in respect thereof, in each case to the extent the Borrowers are not prohibited by such certified public accountants from delivering the foregoing;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Consolidated Entity shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Consolidated Entity shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Consolidated Entity to the public concerning material and adverse developments in excess the business of $1,000,000the Consolidated Entities;
(e) at least 10 days prior theretoPromptly upon (and in any event within five Business Days after) any Responsible Officer of any Consolidated Entity obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of Xxxxxxxx specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of the Borroweraction that Xxxxxxxx has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower Consolidated Entity, including any such investigation or proceeding by any of its SubsidiariesGovernmental Authority (other than routine periodic inquiries, may become a partyinvestigations or reviews), or any strike or walkout relating to any of their plants or other facilities, in either case that is could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(e)(ii);
(giii) promptly after the occurrence thereofreceipt by any Consolidated Entity from any Governmental Authority of (A) any notice asserting any failure by any Consolidated Entity to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Consolidated Entity or sets forth circumstances that could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Consolidated Entity, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Xxxxxxxx specifying the details of such ERISA Event and the action that the applicable Credit Party Consolidated Entity has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Consolidated Entity or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default underof (x) a Canadian Pension Plan Termination Event or (y) the failure to make a required contribution to or payment under any Canadian Pension Plan when due;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Consolidated Entity or any real property leased, operated or owned by any Consolidated Entity, or any proposed Consolidated Entity’s discovery of a basis for any such Environmental Claim; (y) the receipt by any Consolidated Entity of notice of any alleged violation of or threatened in writing termination noncompliance with any Environmental Laws or cancellation ofrelease of any Hazardous Substance; or (z) the taking of any investigation, any Material Contract remediation or other material contract responsive action by any Consolidated Entity or agreement any other Person in response to which the actual or alleged violation of any Credit Party is a partyEnvironmental Law by any Consolidated Entity or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Consolidated Entity; but in each case under clauses (x), (y) and (z) above, only to the default under or termination or cancellation of which extent the same could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvii) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) any investigation or Event proposed investigation by the UK Pensions Regulator that could lead to the issue of Default.a UK Financial Support Direction or a UK Contribution Notice in relation to any Non-U.S. Pension Plan; (y) any amount becoming due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Xxx 0000; or (z) any amount becoming payable under Section 75 or 75A of the United Kingdom Pensions Xxx 0000; and
(nviii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Xxxxxxxx setting forth the nature and period of existence thereof and the action that the affected Credit Parties Consolidated Entities have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party Consolidated Entity as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Crawford & Co)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 5.1(a) and 5.1(b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its SubsidiariesNew ICE Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VI as applicable, to be of the last day of the period covered by insurance, such financial statements and (ii) the institution containing explanatory footnotes of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely all pro forma adjustments and all adjustments to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its SubsidiariesConsolidated EBITDA;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2014 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries (or, if available, for New ICE Parent and its Subsidiaries) for such fiscal year (prepared on a quarterly an annual basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower New ICE Parent to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower New ICE Parent and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon the sending, filing or receipt thereof, a copy copies of (i) all financial statements, reports, notices and proxy statements that New ICE Parent or the Borrower shall send or make available generally to its stockholders, (ii) all material regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that New ICE Parent or the Borrower shall render to or file with the Securities and Exchange Commission, and (iii) all press releases (excluding member notes and circulars) made available generally by New ICE Parent or any Subsidiary thereof to the public concerning material developments in the business of New ICE Parent and its Subsidiaries; provided that notwithstanding anything to the contrary included in Section 5.1, the Borrower shall be deemed to have given notice to the Administrative Agent and each Lender of the final “management letter” submitted posting on New ICE Parent’s or the Borrower’s Internet website of the business and financial information set forth in clauses (i), (ii) or (iii) of this Section 5.2(c) at the time such information is posted thereon and no further notice shall be required to any Credit Party be provided by its certified public accountants in connection the Borrower to the Administrative Agent and the Lenders with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereofthereto;
(d) immediately after a Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer’s learning Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, the relocation of the chief executive office suit, investigation or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower proceeding against or affecting New ICE Parent or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority or Self-Regulatory Organization (other than routine periodic regular or day-to-day inquiries, communications, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, would reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and any material adverse development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this Section 5.2(d)(ii);
(iii) the expiration receipt by New ICE Parent or any of its Subsidiaries from any Governmental Authority or Self-Regulatory Organization of (A) any notice asserting any failure by such Person to be in compliance with applicable Requirements of Law or that threatens the taking of any material labor contract action against such Person or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to which the Borrower have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, New ICE Parent or any of its Subsidiaries, is where such action would reasonably be expected to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Person has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party New ICE Parent or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nv) any other matter or event that has, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties Persons have taken and propose to take with respect thereto; and.
(oe) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise)condition, operations or properties of New ICE Parent or any Credit Party of its Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably requestrequest (except with respect to information relating to communications with any Governmental Authority or Self-Regulatory Organization with jurisdiction over any Regulated Subsidiary).
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver the following:
(a) To each Lender, concurrently with each delivery of the financial statements described in Section 5.1(a) and (b), a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together in each case with (i) a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements, (ii) supporting information and reports with respect to its Liquid Assets, including information regarding the value of such Liquid Assets, in form and substance reasonably satisfactory to the Administrative Agent and (iii) any changes since the prior Compliance Certificate in which Subsidiaries constitute Material Subsidiaries and Excluded Subsidiaries;
(b) To each Lender, concurrently with the delivery of the annual report for the Borrower on Form 10-K described in Section 5.1(b), a report thereon by KPMG, LLP, or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Required Lenders, that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year;
(c) To each Lender, promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material matters and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to the Borrower’s shareholders; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the SEC, the National Association of Securities Dealers, Inc. or any national securities exchange; and (iii) to the extent permitted by Applicable Law, all significant reports on examination or other similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business;
(d) To the Administrative Agent (who upon receipt shall deliver such report to each Lender that from time to time requests delivery thereof (by giving notice to the Administrative Agent) and executes a confidentiality agreement in form and substance satisfactory to the appropriate actuary or firm of actuaries), within thirty (30) days of receipt by the Borrower or any Insurance Subsidiary, an annual actuarial review of the liabilities and other items of each Insurance Subsidiary as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2011, prepared at the Borrower’s expense, by an actuary or a firm of actuaries of national recognition;
(e) To each Lender, promptly upon (but in no event later than ten (10) days after) a Responsible Officer of the Borrower obtains knowledge thereof, telephonic and written notice of any of the following:
(a) promptly after a Responsible Officer’s learning thereof, (i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any such litigation or in any litigation of the type described in Section 4.6;
(iii) the receipt by the Borrower or any of their respective assetsits Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with Applicable Law, whether that threatens the taking of any action against the Borrower or not the claim is considered by such Subsidiary or that otherwise sets forth circumstances that, in any such case, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), where such action would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event;
(v) any change by S&P, Xxxxx’x or A.M. Best & Company in the senior unsecured debt credit rating of the Borrower; and
(kvi) promptly after a Responsible Officer’s learning thereof , any event which makes any of the occurrence of representations set forth in Article IV inaccurate in any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect theretorespect; and
(of) as To each Lender, promptly as reasonably possiblefollowing any request therefor, such other information about regarding the businessresults of operations, business affairs and financial condition (financial of the Borrower or otherwise), operations or properties of any Credit Party Subsidiary as the Administrative Agent may reasonably request for itself or any Lender may from time to time reasonably requeston behalf of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereof, (i) Concurrently with each delivery of the commencement financial statements described in Sections 6.1 and 6.2, a Compliance Certificate in the form of any material litigation affecting Exhibit C with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Borrower (or any a vice president of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiarieshaving significant responsibility for financial matters), as applicabletogether, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (iithe financial statements described in Section 6.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.12(a), would be reasonably likely to have, individually or in (b) and (c) as of the aggregate, a Material Adverse Effect if decided adversely to last day of the Borrower or its Subsidiariesperiod covered by such financial statements;
(bii) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within ninety (90) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ended December 31, 2001, a consolidated operating budget for copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary's jurisdiction of domicile;
(ciii) Promptly upon receipt the sending or filing thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence copies of any Casualty Event in excess "internal control" letter filed by or on behalf of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or Subsidiaries with any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is boundInsurance Regulatory Authority;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andsignificant reports on examination or similar significant reports, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examinations reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the BorrowerNAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary's insurance business, and (iv) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(mv) promptly, but Promptly upon (and in any event within five three (3) Business Days after after) an officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(A) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer or chief financial officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(B) the commencement or threat of commencement of any litigation or proceeding (or any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or Section 6.3(e)(ii)) affecting the Borrower or any Subsidiary (i) in which the amount of damages claimed is $5,000,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any Loan Document;
(C) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (A) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(D) the occurrence of any of the following, together with a reasonably detailed description thereof and copies of any filings, communications, reports or other information relating thereto made available to the Borrower or any of its Subsidiaries: (A) the assertion or threat of assertion, of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any of their respective real property, leased or owned; (B) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries; (C) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Materials on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries or (D) the existence of any environmental or similar condition on any real property adjoining or in the vicinity of the property of the Borrower or any Subsidiary that could reasonably be anticipated to cause such property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of such property under any Environmental Laws; but in each case under clauses (A), (B), (C) and (D) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(E) the occurrence of any other litigation or proceeding affecting the Borrower or any of its Subsidiaries which the Borrower would be required to report to the SEC pursuant to the Exchange Act;
(F) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect;
(G) if and when any member of the ERISA Group (A) knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (C) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer, any Plan, a copy of such notice; (D) applies for a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code, a copy of such application; (E) gives notice of withdrawal from any Plan pursuant to Section 4063 of ERISA, a copy of such notice; (F) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; or (G) receives any notice from a Governmental Authority with respect to (i) an ERISA Event, (ii) a material increase in the Unfunded Pension Liability of any Pension Plan, (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by any member of the ERISA Group, or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability.
(nH) of (x) any breach or non-performance of, or any default under, any Contractual Obligation of the Borrower or any of its Subsidiaries which could result in a Material Adverse Effect; and (y) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority; and
(I) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, would have a Material Adverse Effect, Effect together with a written statement of a Responsible Officer the chief executive officer or chief financial officer of the Borrower setting forth the nature name and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(ovi) as Promptly, notice of (i) the occurrence of any material amendment or modification to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage, litigation, claim or arbitration arising out of any Reinsurance Agreement to which it is a party which would be reasonably likely to have a Material Adverse Effect; \
(vii) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including, without limitation, financial, actuarial and other information with 30 respect to Reinsurance Agreements) as the Administrative Agent or any Lender may from time to time reasonably request.;
(viii) Upon the request of the Administrative Agent at the direction of the Required Lenders (which absent a showing of good cause shall not be more often than one time during any twelve-month period), at the Borrower's expense, deliver to each Lender within sixty (60) days of such request an actuarial review of the liabilities and other items of each Insurance Subsidiary prepared by an actuary or a firm of actuaries reasonably acceptable to the Administrative Agent, such actuarial review to be in form and substance reasonably acceptable to the Required Lenders; and
(ix) As promptly as possible, any material change in accounting policies or financial reporting practices by the Borrower or any of its consolidated Subsidiaries;
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each LenderAgent:
(a) promptly Within sixty (60) days after a Responsible Officer’s learning thereof, the end of each of the first three (i3) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement fiscal quarters of each fiscal year, beginning with the 2011 fiscal quarter ending September 30, 2011, and within one hundred (100) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2011, a Compliance Certificate with respect to the period covered by the financial statements delivered under Section 6.1, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 7.1 and 7.2 as of the last day of the period covered by such financial statements;
(b) Concurrently with each delivery thereof, a copy of any certificate regarding the status of defaults or events of defaults required to be delivered in connection with the Note Purchase Agreements;
(c) As soon as available and in any event within forty-five (45) days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2011, a consolidated operating budget financial forecast for the Borrower and its Subsidiaries for such the next fiscal year (prepared on a quarterly basisan annual basis and updated periodically as may be requested by the Administrative Agent, but no more frequently than quarterly), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has forecast have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebythereby subject to the uncertainties and approximations inherent in any projections; and as soon as reasonably available from time to time thereafter, any modifications or revisions to or restatements of such budgetforecast that are prepared by the Borrower;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material developments in the business of the Borrower or any of its Subsidiaries (documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date the Borrower notifies the Administrative Agent that such documents have become available on the U.S. Securities Exchange Commission’s XXXXX Database provided that: (i) Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrowersuch documents);
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is would, if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or this subsection;
(iii) the expiration receipt by the Borrower or any of its Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law which is reasonably likely to have a Material Adverse Effect or that threatens the taking of any material labor contract action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to which have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, is where any such action would be reasonably likely to have a party or by which any of them is boundMaterial Adverse Effect;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Old Dominion Freight Line Inc/Va)
Other Business and Financial Information. The Borrower Company will deliver to the Administrative Agent and each LenderInvestor:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(b) (including with respect to financial statements as of the end of and for the fourth fiscal quarter of each fiscal year) and 6.1(c), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Company, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 15 days following prior to the commencement of each fiscal year, beginning with the 2011 2007 fiscal year, a consolidated operating budget for the Borrower Company and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Company to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower Company and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Credit Party shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) or amendments or supplements thereto that any Credit Party shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in excess the business of $1,000,000the Credit Parties;
(e) at least 10 days prior theretoPromptly upon (and in any event within five Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of the Company specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of action that the BorrowerCompany has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower Credit Party, including any such investigation or proceeding by any of its SubsidiariesGovernmental Authority (other than routine periodic inquiries, may become a partyinvestigations or reviews), or any strike or walkout relating to any of their plants or other facilitiesthat, in either case that is if adversely determined, would reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(e)(ii);
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, would reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action would reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Company specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could would reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same would reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;Material Adverse Effect; and
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Company setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender Investor may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower Xxxxxxxx will deliver to the Administrative Agent and each LenderAgent:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in Sections 6.1(a) and 6.1(b), (i) a Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its SubsidiariesXxxxxxxx, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, such financial statements and (ii) for each Capital Expenditure made during the institution of any material administrative proceeding, that in Reference Period covered by the case of Compliance Certificate being delivered therewith which was either clause (iA) financed with cash advanced from a client to a Consolidated Entity prior to the date such Capital Expenditure was made or (ii), would be reasonably likely B) reimbursed to have, individually or in the aggregatea Consolidated Entity within 90 days thereafter, a Material Adverse Effect if decided adversely to report detailing (1) the Borrower date and amount of such Capital Expenditure, (2) the name of the client for which such Capital Expenditure was made, and (3) the date on which such client paid or its Subsidiariesreimbursed such Consolidated Entity for such Capital Expenditure and the amount of such payment or reimbursement;
(b) As soon as available, but available and in any event no later than 90 within 60 days following after the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower Xxxxxxxx and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Xxxxxxxx to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries Consolidated Entities for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to any Credit Party Consolidated Entity by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party Consolidated Entity in respect thereof, in each case to the extent the Borrowers are not prohibited by such certified public accountants from delivering the foregoing;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all material financial statements, reports, notices and proxy statements that any Consolidated Entity shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Consolidated Entity shall render to or file with the occurrence Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any Casualty Event national securities exchange, and (iii) all press releases and other statements made available generally by any Consolidated Entity to the public concerning material and adverse developments in excess the business of $1,000,000the Consolidated Entities (which delivery requirements set forth in this Section 6.2(d) shall be deemed satisfied by the posting of such financial statements, reports, notices, proxy statements, registration statements, prospectuses, releases and other statements on XXXXX, any successor website maintained by the Securities and Exchange Commission or Xxxxxxxx’x website, so long as the Administrative Agent shall have been promptly notified in writing by Xxxxxxxx of the posting thereof);
(e) at least 10 days prior theretoPromptly upon (and in any event within five Business Days after) any Responsible Officer of any Consolidated Entity obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of Xxxxxxxx specifying the nature of such Default or Event of Default, the relocation period of existence thereof and the chief executive office or corporate headquarters of the Borroweraction that Xxxxxxxx has taken and proposes to take with respect thereto;
(fii) promptly after a Responsible Officer’s learning thereofthe institution or threatened institution of any action, suit, investigation or proceeding against or affecting any labor dispute to which the Borrower Consolidated Entity, including any such investigation or proceeding by any of its SubsidiariesGovernmental Authority (other than routine periodic inquiries, may become a partyinvestigations or reviews), or any strike or walkout relating to any of their plants or other facilities, in either case that is could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(e)(ii);
(giii) promptly after the occurrence thereofreceipt by any Consolidated Entity from any Governmental Authority of (A) any notice asserting any failure by any Consolidated Entity to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Consolidated Entity or sets forth circumstances that could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Consolidated Entity, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Xxxxxxxx specifying the details of such ERISA Event and the action that the applicable Credit Party Consolidated Entity has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Consolidated Entity or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default underof (x) a Canadian Pension Plan Termination Event or (y) the failure to make a required contribution to or payment under any Canadian Pension Plan when due;
(vi) the occurrence of any of the following: (x) the assertion of any Environmental Claim against or affecting any Consolidated Entity or any real property leased, operated or owned by any Consolidated Entity, or any proposed Consolidated Entity’s discovery of a basis for any such Environmental Claim; (y) the receipt by any Consolidated Entity of notice of any alleged violation of or threatened in writing termination noncompliance with any Environmental Laws or cancellation ofrelease of any Hazardous Substance; or (z) the taking of any investigation, any Material Contract remediation or other material contract responsive action by any Consolidated Entity or agreement any other Person in response to which the actual or alleged violation of any Credit Party is a partyEnvironmental Law by any Consolidated Entity or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Consolidated Entity; but in each case under clauses (x), (y) and (z) above, only to the default under or termination or cancellation of which extent the same could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvii) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) any investigation or Event proposed investigation by the UK Pensions Regulator that could lead to the issue of Default.a UK Financial Support Direction or a UK Contribution Notice in relation to any Non-U.S. Pension Plan; (y) any amount becoming due to any Non-U.S. Pension Plan pursuant to Section 75 or 75A of the United Kingdom Pensions Xxx 0000; or (z) any amount becoming payable under Section 75 or 75A of the United Kingdom Pensions Xxx 0000; and
(nviii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Xxxxxxxx setting forth the nature and period of existence thereof and the action that the affected Credit Parties Consolidated Entities have taken and propose to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party Consolidated Entity as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Crawford & Co)
Other Business and Financial Information. The Borrower Borrowers will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 5.1, a Responsible Officer’s learning Compliance Certificate with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of each Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.1 and 6.2 as of the last day of the period covered by such financial statements.
(b) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that any Borrower Affiliate shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Borrower Affiliate shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Borrower Affiliate to the public concerning material developments in the business of any Borrower Affiliate;
(c) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation affecting Default or Event of Default, together with a written statement of an Authorized Officer of such Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, has taken and proposes to be covered by insurance, and take with respect thereto;
(ii) the institution or threatened institution of any material administrative proceedingaction, suit, investigation or proceeding against or affecting any Borrower Affiliate, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that in the case of either clause (i) or (ii)would, would if adversely determined, be reasonably likely to havelikely, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 4.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 5.2(c)(ii);
(giii) promptly after the occurrence thereofreceipt by any Borrower Affiliate from any Governmental Authority of (y) any notice asserting any failure by any Borrower Affiliate to be in compliance with applicable Requirements of Law or that threatens the taking of any action against such Borrower Affiliate or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Borrower Affiliate, where such action would be reasonably likely to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible an Authorized Officer of each of the Borrower Borrowers specifying the details of such ERISA Event and the action that the applicable Credit Party has Borrowers have taken and proposes propose to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Borrower or an any ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party Borrower Affiliate is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting any Borrower Affiliate or any of Default.their respective real property, leased or owned; (y) the receipt by any Borrower Affiliate of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by any Borrower Affiliate or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by any Borrower Affiliate; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible an Authorized Officer of the each Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and.
(od) As soon as is available and in any event within fifteen (15) days after the end of each calendar month, a subscriber count for each Borrower Affiliate.
(e) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party Borrower Affiliate (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower OCA will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its SubsidiariesOCA, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 within thirty (30) days following prior to the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1998, a consolidated operating budget for the Borrower OCA and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower OCA to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower OCA and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to OCA or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from OCA or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office reports, notices and proxy statements that OCA shall send or corporate headquarters of the Borrower;
make available generally to its shareholders, (fii) promptly after a Responsible Officer’s learning thereofall regular, any labor dispute to which the Borrower periodic and special reports, registration statements and prospectuses (other than on Form S-8) that OCA or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, may become a partythe National Association of Securities Dealers, Inc. or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effectnational securities exchange, and the expiration of any material labor contract to which the Borrower (iii) all press releases and other statements made available generally by OCA or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable Subsidiaries to the Borrower or any public concerning material developments in the business of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower OCA or any of its Subsidiaries;
(ie) promptly after a Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer’s learning thereof, with respect to the Borrower Officer of OCA or any of its SubsidiariesSubsidiaries obtaining knowledge thereof, taken as a whole, written notice of any material of the following:
(i) Environmental Liabilitythe occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer of OCA or such Subsidiary specifying the nature of such Default or Event of Default, the period of existence thereof and the action that OCA has taken and proposes to take with respect thereto;
(ii) pending the institution or threatened in writing judicial institution of any action, suit, investigation or administrative proceeding arising from against or affecting OCA, any of its Subsidiaries or any Managed Practice, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any way associated with material development in any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 5.5 or this subsection;
(iii) written notice the receipt by OCA or any of its Subsidiaries from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from Person of (y) any notice asserting any failure by OCA, any of its Subsidiaries or any Managed Practice to be in compliance with applicable Requirements of Law or that threatens the taking of any way associated with any Environmental Lawaction against such Person or sets forth circumstances that, in each case atif taken or adversely determined, on, in, under or in any way affecting the Realty and all facts, eventswould be reasonably likely to have a Material Adverse Effect, or conditions that could lead (z) any notice of any actual or threatened Limitation with respect to any License or Reimbursement Approval of the foregoingOCA, any of its Subsidiaries or any Managed Practice, where such action would be reasonably likely to have a Material Adverse Effect;
(jiv) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower OCA or such Subsidiary specifying the details of such ERISA Event and the action that the applicable Credit Party OCA or such Subsidiary has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party OCA or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which OCA, any Credit Party of its Subsidiaries or any Managed Practice is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting OCA, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by OCA or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by OCA, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by OCA or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower OCA or such Subsidiary setting forth the nature and period of existence thereof and the action that the affected Credit Parties have OCA or such Subsidiary has taken and propose proposes to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of OCA or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Orthodontic Centers of America Inc /De/)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lenderfollowing:
(a) To each Lender, concurrently with each delivery of the financial statements described in Section 6.1(a) and (b), a Compliance Certificate in the form of Exhibit C with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together in each case with (i) a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in the Worksheets as of the last day of the period covered by such financial statements and (ii) any changes since the prior Compliance Certificate in which Subsidiaries constitute Material Subsidiaries and Excluded Subsidiaries;
(b) To each Lender, concurrently with the delivery of the annual report for the Borrower on Form 10-K described in Section 6.1(b), a report thereon by KPMG, LLP, or another independent certified public accounting firm of recognized national standing reasonably acceptable to the Required Lenders, that is not qualified as to going concern or scope of audit and to the effect that such financial statements present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries, as of the dates and for the periods indicated in accordance with GAAP applied on a basis consistent with that of the preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the application of accounting principles and practices during such year;
(c) To each Lender, promptly after upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports (including annual reports), notices as to material matters and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to the Borrower’s shareholders; (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the SEC, the National Association of Securities Dealers, Inc. or any national securities exchange; and (iii) to the extent permitted by Applicable Law, all significant reports on examination or other similar significant reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business;
(d) To the Administrative Agent (who upon receipt shall deliver such report to each Lender that from time to time requests delivery thereof (by giving notice to the Administrative Agent) and executes a confidentiality agreement in form and substance satisfactory to the appropriate actuary or firm of actuaries), within thirty (30) days of receipt by the Borrower or any Material Insurance Subsidiary, an annual actuarial review of the liabilities and other items of each Material Insurance Subsidiary as of the end of each fiscal year, commencing with the fiscal year ending December 31, 2014, prepared at the Borrower’s expense, by an actuary or a firm of actuaries of national recognition;
(e) To each Lender, promptly upon (but in no event later than ten (10) days after) a Responsible Officer’s learning Officer of the Borrower obtains knowledge thereof, telephonic and written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any such litigation or in any litigation of the type described in Section 5.6;
(iii) the receipt by the Borrower or any of their respective assetsits Subsidiaries from any Governmental Authority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with Applicable Law, whether that threatens the taking of any action against the Borrower or not the claim is considered by such Subsidiary or that otherwise sets forth circumstances that, in any such case, would be reasonably likely to have a Material Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), where such action would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event;
(v) any change by S&P, Xxxxx’x or A.M. Best & Company in the senior unsecured debt credit rating of the Borrower or any change in the Financial Strength Rating of any Account Party; and
(kvi) promptly after a Responsible Officer’s learning thereof , any event which makes any of the occurrence of representations set forth in Article V inaccurate in any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect theretorespect; and
(of) as To each Lender, promptly as reasonably possiblefollowing any request therefor, such other information about regarding the businessresults of operations, business affairs and financial condition (financial of the Borrower or otherwise), operations or properties of any Credit Party Subsidiary as the Administrative Agent may reasonably request for itself or any Lender may from time to time reasonably requeston behalf of the Lenders.
Appears in 1 contract
Samples: Credit Agreement (Markel Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Section 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting Exhibit C with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet in the form of Attachment A to Exhibit C reflecting the computation of the financial covenants set forth in Sections 7.1 through 7.3 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as availableConcurrently with each delivery of the financial statements described in Section 6.1(b), but and in any event no not later than 90 ninety (90) days following after the commencement last day of each fiscal year, beginning with the 2011 fiscal year ending December 31, 1999, a certificate executed by a Financial Officer of the Borrower in form and substance satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year;
(c) As soon as available and in any event within sixty (60) days prior to the end of each fiscal year, beginning with the fiscal year ending December 31, 1998, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements statement of income and cash flowsincome, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(f) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the receipt by the Borrower or any Subsidiary from the FCC or any other Governmental Authority or filing or receipt thereof by the Borrower or any Subsidiary, (a) a copy of any order or notice of the FCC or any other Governmental Authority or any court of competent jurisdiction which designates any material license, permit, or authorization ("Authorization") of the Borrower or any Subsidiary, or any application therefor, for a hearing, or which refuses renewal or extension of, or revokes, materially modifies, terminates or suspends any Authorization now or hereafter held by the Borrower or any Subsidiary which is required to construct or operate any broadcast station or its other businesses in compliance with all applicable laws and regulations, (b) a copy of any competing application filed with respect to any Authorization of the Borrower or any Subsidiary, or any citation, notice of violation or order to show cause issued by the FCC or any Governmental Authority with respect to the Borrower or any Subsidiary which is available to the Borrower or any Subsidiary and (c) a copy of any notice or application by the Borrower or any Subsidiary requesting authority to or notifying the FCC of its Subsidiaries, taken as a whole, intent to cease broadcasting on any material (i) Environmental Liability, (ii) pending or threatened broadcast station for any period in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, excess of 10 days.
(iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kiv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default underof the following: (x) the assertion of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any proposed of their respective real property, leased or threatened in writing termination owned; (y) the receipt by the Borrower or cancellation ofany of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any Material Contract of its Subsidiaries or any other material contract Person in response to the actual or agreement alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to which any Credit Party is a party, the default under or termination or cancellation of which could extent the same would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nv) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly Concurrently with each delivery of the financial statements described in Section 5.1, a Compliance Certificate in the form of Exhibit B with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Article VI of this Agreement as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2006, a Responsible Officercopy of the “Statement of Actuarial Opinion” of each Insurance Subsidiary as to the adequacy of its loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary’s learning jurisdiction of domicile;
(c) Promptly after and in any event no later than the 30th Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Insurance Subsidiary shall file with any Insurance Regulatory Authority, (iv) all material reports on examination or similar material reports, financial examination reports or market conduct examination reports by the NAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business and (v) all material filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action or suit against or affecting the Borrower or any of its Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to Section 4.5 or this subsection;
(iii) the receipt by the Borrower or any of their respective assetsits Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, whether if taken or not the claim is considered by adversely determined, could reasonably be expected to have a Material Adverse Effect, (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, as applicable, where such action could reasonably be expected to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect if decided adversely to or (iii) the Borrower appointment of any inspector or its Subsidiariesany conservator for any Insurance Subsidiary;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in that could reasonably be expected to have a liability in excess of $500,000Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, decrease in the Financial Strength Rating given to any Insurance Subsidiary by A.M. Best Company;
(vi) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which Insurance Subsidiary that could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;; and
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(o) as promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.;
Appears in 1 contract
Samples: Credit Agreement (KMG America CORP)
Other Business and Financial Information. The Borrower Holdings will deliver to the Administrative Agent and each Lender:(for distribution to the Lenders):
(a) promptly Concurrently with each delivery of the financial statements described in Section 6.1, a Compliance Certificate in the form of Exhibit D with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in Article VII of this Agreement as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within 150 days after the end of each fiscal year, beginning with the fiscal year ending December 31, 2007, a Responsible Officercopy of any financial analysis or opinion prepared regarding the adequacy of such Material Insurance Subsidiary’s learning loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary’s jurisdiction of domicile;
(c) Promptly after and in any event no later than the fifth Business Day after the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all reports (other than earnings press releases) on Form 10-Q, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8 or its successor form) that Holdings or any of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, (iii) all reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority, and (iv) all material filings made under applicable state insurance holding company acts in the United States by Holdings or any of its Material Subsidiaries, including filings seeking approval of transactions with Affiliates;
(d) Promptly after (and in any event within five Business Days after (or within three Business Days after in the case of clause (i) below)) any Responsible Officer of any Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the commencement occurrence of any material litigation Default or Event of Default, together with a written statement of a Responsible Officer of such Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that such Borrower has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any action or suit against or affecting the Borrower Holdings or any of its Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), in which there is a reasonable likelihood of their respective assetsan adverse determination which could reasonably be expected to result in a Material Adverse Effect, whether and any material development in any litigation or not other proceeding previously reported pursuant to Section 5.5 or this subsection (d);
(iii) the claim is considered receipt by Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the Borrower taking of any action against Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of Holdings or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and which there is a reasonable estimate possibility of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time an adverse determination which could reasonably be expected to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants result in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in that has had, or could reasonably be expected to have, a liability in excess of $500,000Material Adverse Effect, together with (x) a written statement of a Responsible Officer of the Borrower Holdings specifying the details of such ERISA Event and the action that the applicable Credit Party Holdings has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Holdings or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after that any contribution required to be made with respect to a Responsible Officer’s learning thereof Foreign Pension Plan has not been timely made, the occurrence of any material default underexcept such contributions that could not reasonably be expected to have a Material Adverse Effect, or that Holdings or any proposed or threatened in writing termination or cancellation of, Subsidiary of Holdings may incur any Material Contract or other material contract or agreement liability pursuant to any Foreign Pension Plan as to which any Credit Party there is a party, the default under or termination or cancellation reasonable possibility of liability which could reasonably be expected to have, individually or in the aggregate, a have Material Adverse Effect;
(lvi) Promptly upon any material change in the sending, filing accounting policies or receipt thereof, copies reporting practices of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. Holdings or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrowerits Subsidiaries;
(mvii) promptly, but any announcement by A.M. Best of any change in the Financial Strength Rating of any event within five Business Days after the Borrower becomes aware of Material Insurance Subsidiary;
(viii) the occurrence of any Default actual changes in any insurance statute or Event regulation governing the investment or dividend practices of Default.any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect; and
(nix) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Holdings setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Holdings has taken and propose proposes to take with respect thereto;
(e) Promptly, notice of the receipt by Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Tangible Net Worth; and
(of) as As promptly as reasonably possiblepracticable, such other information about the business, condition (financial or otherwise), operations or properties of Holdings or any Credit Party of its Material Subsidiaries (including any Plan or Foreign Pension Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender the Required Lenders may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Allied World Assurance Co Holdings LTD)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after a Responsible Officer’s learning thereofConcurrently with each delivery of the financial statements described in Sections 6.1, (i6.2(a) the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered by the Borrower or any of its Subsidiaries, as applicable, to be covered by insurance, and (ii) b), a Compliance Certificate in the institution form of any material administrative proceeding, that Exhibit C-1 (in the case of either clause (ithe financial statements described in Section 6.1) or Exhibit C-2 (iiin the case of the financial statements described in Section 6.2) with respect to the period covered by the financial statements then being delivered, executed by the chief financial officer of the Borrower (or a vice president of the Borrower having significant responsibility for financial matters), would be reasonably likely to havetogether, individually or in the aggregatecase of the financial statements described in Section 6.1, with a Material Adverse Effect if decided adversely to Covenant Compliance Worksheet reflecting the Borrower or its Subsidiariescomputation of the financial covenants set forth in Sections 6.12(a), (b), and (e) as of the last day of the period covered by such financial statements, and in the case of the financial statements described in Sections 6.2, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Sections 6.12(c) and (d) as of the last day of the period covered by such financial statements;
(b) As soon as available, but Promptly upon filing with the relevant Insurance Regulatory Authority and in any event no later than 90 within ninety (90) days following after the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 2002, a consolidated operating budget for copy of each Insurance Subsidiary’s “Statement of Actuarial Opinion”(or equivalent information should the Borrower and its Subsidiaries relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary’s loss reserves for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flowsyear, together with a certificate copy of a Financial Officer of its management discussion and analysis in connection therewith, each in the Borrower to format prescribed by the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements applicable insurance laws of such budgetInsurance Subsidiary’s jurisdiction of domicile;
(c) Promptly upon receipt the sending or filing thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately after a Responsible Officer’s learning thereof, the occurrence copies of any Casualty Event in excess “internal control”letter filed by or on behalf of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or Subsidiaries with any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is boundInsurance Regulatory Authority;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(ld) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any Credit Party of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andsignificant reports on examination or similar significant reports, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examinations reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the BorrowerNAIC or any Insurance Regulatory Authority or other Governmental Authority with respect to any Insurance Subsidiary’s insurance business, and (iv) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, including, without limitation, filings seeking approval of transactions with Affiliates;
(me) promptly, but Promptly upon (and in any event within five three (3) Business Days after or, in the case of clause (iv) ten (10) Business Days, after) an officer of the Borrower becomes aware obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of the chief executive officer or chief financial officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(ii) the commencement or threat of commencement of any litigation or proceeding (or any material development in any litigation or other proceeding previously reported pursuant to Section 5.5 or Section 6.3(e)(ii)) affecting the Borrower or any Subsidiary (i) in which the amount of damages claimed is $10,000,000 (or its equivalent in another currency or currencies) (net of reinsurance coverage) or more, (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement or any Loan Document;
(iii) the receipt by the Borrower or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (A) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law and that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) the occurrence of any of the following, together with a reasonably detailed description thereof and copies of any filings, communications, reports or other information relating thereto made available to the Borrower or any of its Subsidiaries: (A) the assertion or threat of assertion, of any Environmental Claim against or affecting the Borrower, any of its Subsidiaries or any of their respective real property, leased or owned; (B) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws by the Borrower or any of its Subsidiaries; (C) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Materials on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries or (D) notice of the existence of any environmental or similar condition on any real property adjoining or in the vicinity of the property of the Borrower or any Subsidiary that could reasonably be anticipated to cause such property or any part thereof to be subject to any restrictions on the ownership, occupancy, transferability or use of such property under any Environmental Laws; but in each case under clauses (A), (B), (C) and (D) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(v) the occurrence of any other litigation or proceeding affecting the Borrower or any of its Subsidiaries which the Borrower would be required to report to the SEC pursuant to the Exchange Act;
(vi) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect;
(vii) if and when any member of the ERISA Group (A) knows that the plan administrator of any Plan has given or is required to give notice of any Reportable Event, a copy of the notice of such Reportable Event given or required to be given to the PBGC; (B) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (C) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer, any Pension Plan, a copy of such notice; (D) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (E) gives notice of withdrawal from any Pension Plan pursuant to Section 4063 of ERISA, a copy of such notice; (F) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, a certificate of the chief financial officer or the chief accounting officer of the Borrower setting forth details as to such occurrence and action, if any, which the Borrower or applicable member of the ERISA Group is required or proposes to take; or (G) receives any notice from a Governmental Authority with respect to (i) an ERISA Event, (ii) a material increase in the Unfunded Pension Liability of any Pension Plan, (iii) the adoption of, or the commencement of contributions to, any Plan subject to Section 412 of the Code by any member of the ERISA Group, or (iv) the adoption of any amendment to a Plan subject to Section 412 of the Code, if such amendment results in a material increase in contributions or Unfunded Pension Liability.
(nviii) of (x) any breach or non-performance of, or any default under, any Contractual Obligation of the Borrower or any of its Subsidiaries which could result in a Material Adverse Effect; and (y) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between the Borrower or any of its Subsidiaries and any Governmental Authority which could result in a Material Adverse Effect; and
(ix) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, would have a Material Adverse Effect, Effect together with a written statement of a Responsible Officer the chief executive officer or chief financial officer of the Borrower setting forth the nature name and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(of) as Promptly, notice of (i) the occurrence of any material amendment or modification to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage, litigation, claim or arbitration arising out of any Reinsurance Agreement to which it is a party which would be reasonably likely to have a Material Adverse Effect;
(g) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including, without limitation, financial, actuarial and other information with respect to Reinsurance Agreements) as the Administrative Agent or any Lender may from time to time reasonably request;
(h) Upon the request of the Administrative Agent at the direction of the Required Lenders (which absent a showing of good cause shall not be more often than one time during any twelve-month period), at the Borrower’s expense, deliver to each Lender within ninety (90) days of such request an actuarial review of the liabilities and other items of each Insurance Subsidiary prepared by an actuary or a firm of actuaries reasonably acceptable to the Administrative Agent, such actuarial review to be in form and substance reasonably acceptable to the Required Lenders; and
(i) As promptly as possible, any material change in accounting policies or financial reporting practices by the Borrower or any of its consolidated Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Pma Capital Corp)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 5.1(A) AND (b), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its Subsidiariesthe Borrower, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 6.1 through 6.4 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 days following by the commencement end of each fiscal year, beginning with the 2011 fiscal yearyear ending December 31, 1999, a consolidated operating budget for the Borrower and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to the Borrower or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which notices and proxy statements that the Borrower or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the business of the Borrower or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect to thereto;
(ii) the institution or threatened institution of any action, suit, investigation or proceeding against or affecting the Borrower or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 4.5 or this subsection;
(iii) written notice the receipt by the Borrower or any of its Subsidiaries from any Governmental AuthorityAuthority of (y) any notice asserting any failure by the Borrower or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or such Subsidiary or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Material Adverse Effect, or by (z) any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation notice of any Environmental Lawactual or threatened Limitation on any License, Reimbursement Agreement or other authorization of the Borrower or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected to havelikely, individually or in the aggregate, to have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and
(of) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Orthalliance Inc)
Other Business and Financial Information. The Borrower IPC Holdings will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 7.1(A) and 7.1(B), a Responsible Officer’s learning thereof, (i) Compliance Certificate in the commencement form of any material litigation affecting EXHIBIT D with respect to the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by the chief financial officer of its SubsidiariesIPC Holdings, together with a Covenant Compliance Worksheet reflecting the computation of the respective financial covenants set forth in ARTICLE VII of this Agreement as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As IPC Holdings will deliver to each Lender as soon as availableavailable and in any event within five Business Days after the required filing date, beginning with the fiscal year ending December 31, 2005, a copy of each Material Insurance Subsidiary's "Statement of Actuarial Opinion" or similar report of an independent loss reserve specialist affirming the adequacy of such Material Insurance Subsidiary's loss reserves as of such fiscal year-end, together with a copy of its management discussion and analysis in connection therewith (but only if and to the extent required by the applicable Insurance Regulatory Authority with regard to such Material Insurance Subsidiary), each in the format prescribed by the applicable insurance laws of such Material Insurance Subsidiary's jurisdiction of domicile;
(c) Promptly after and in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from such Credit Party in respect thereof;
(d) immediately fifth Business Day after a Responsible Officer’s learning thereof, the occurrence of any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior thereto, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereof, any labor dispute to which the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000, together with (x) a written statement of a Responsible Officer of the Borrower specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and
(k) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(l) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower IPC Holdings or any of its Material Subsidiaries shall send or make available generally to its shareholders, (ii) all regularreports (other than earnings press releases) on Form 10-Q, periodic and special reports, Form 10-K or Form 8-K (or their successor forms) or registration statements and prospectuses (other than on Form S-8S-8 or its successor form) that IPC Holdings or any Credit Party of its Material Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) any reports on Form A (or any successor form) that any Material Insurance Subsidiary shall file with any Insurance Regulatory Authority (if applicable), and (iv) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically andreports on examination or similar material reports, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm financial examination reports or at another website identified in a written notice to the Administrative Agent market conduct examination reports by the BorrowerNAIC or any Governmental Authority with respect to any Material Insurance Subsidiary's insurance business;
(md) promptly, but Promptly after (and in any event within five Business Days after (or within three Business Days after in the Borrower becomes aware case of clauses (i) and (ii) below)) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default.
(n) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth IPC Holdings specifying the nature and of such Default or Event of Default, the period of existence thereof and the action that the affected Credit Parties have IPC Holdings has taken and propose proposes to take with respect thereto;
(ii) the occurrence as of any Date of Determination of Consolidated Net Worth being less than the Required Minimum Net Worth, but equal to or greater than 75% of Required Minimum Net Worth, determined as of such Date of Determination;
(iii) the institution or threatened institution of any action or suit against or affecting IPC Holdings or any of its Subsidiaries, or any investigation or proceeding by any Insurance Regulatory Authority or other Governmental Authority (other than inquiries and routine periodic investigations or reviews), that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and any material development in any litigation or other proceeding previously reported pursuant to SECTION 6.6 or this subsection (D);
(iv) the receipt by IPC Holdings or any of its Subsidiaries from any Insurance Regulatory Authority or other Governmental Authority of (i) any written notice asserting any failure by IPC Holdings or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against IPC Holdings or such Subsidiary or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (ii) any written notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any license, permit, accreditation or authorization of IPC Holdings or any of its Subsidiaries, where such action could reasonably be expected to have a Material Adverse Effect;
(v) that any material contribution required to be made with respect to a Foreign Pension Plan has not been timely made, or that IPC Holdings or any Subsidiary of IPC Holdings may incur any material liability pursuant to any Foreign Pension Plan.
(vi) the occurrence of any decrease or increase in (y) the rating given by either Standard & Poor's or Xxxxx'x with respect to any Insurance Subsidiary's claims paying ability or financial strength rating or (z) the rating given to any Insurance Subsidiary by A.M. Best Company; and
(ovii) as the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that could reasonably be expected to have a Material Adverse Effect;
(e) Promptly, notice of the receipt by IPC Holdings or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any single Reinsurance Agreement to which it is a ceding party, involving unreserved claims in excess of 10% of Consolidated Net Worth; and
(f) As promptly as reasonably possible, such other material information about the business, condition (financial or otherwise), operations or properties of IPC Holdings or any Credit Party of its Material Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Samples: Credit Agreement (Ipc Holdings LTD)
Other Business and Financial Information. The Borrower Matria will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in SECTION 6.1, a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements then being delivered, executed by a Financial Officer of its SubsidiariesMatria, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTIONS 7.1 through 7.5 as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) As soon as available, but available and in any event no later than 90 days following the commencement prior to January 31 of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower Matria and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and sheet, consolidated statements of income and cash flows, and consolidating statements of income and cash flows reported by business segment, and containing analysis of projected compliance with the financial covenants set forth in ARTICLE VII, together with a certificate of a Financial Officer of the Borrower Matria to the effect that such budget has budgets have been prepared in good faith and is a are reasonable estimate estimates of the financial position and results of operations of the Borrower Matria and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy copies of the final “any "management letter” " submitted to Matria or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from Matria or any such Credit Party Subsidiary in respect thereof;
(d) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, the occurrence copies of any Casualty Event in excess of $1,000,000;
(ei) at least 10 days prior theretoall financial statements, the relocation of the chief executive office or corporate headquarters of the Borrower;
(f) promptly after a Responsible Officer’s learning thereofreports, any labor dispute to which the Borrower notices and proxy statements that Matria or any of its SubsidiariesSubsidiaries shall send or make available generally to its shareholders, may become a party(ii) all regular, or any strike or walkout relating to any of their plants or periodic and special reports, registration statements and prospectuses (other facilities, in either case than on Form S-8) that is reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower Matria or any of its SubsidiariesSubsidiaries shall render to or file with the Securities and Exchange Commission, is a party the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower Matria or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after Subsidiaries to the rendition thereof, any judgment public concerning material developments in an amount exceeding $1,000,000 rendered against the Borrower business of Matria or any of its Subsidiaries;
(e) Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of Matria or any of its Subsidiaries obtaining knowledge thereof, written notice of any of the following:
(i) promptly after the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of Matria or such Subsidiary specifying the nature of such Default or Event of Default, the period of existence thereof and the action that Matria has taken and proposes to take with respect to thereto;
(ii) the Borrower institution or threatened institution of any action, suit, investigation or proceeding against or affecting Matria or any of its Subsidiaries, taken as including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the aggregate, to have a wholeMaterial Adverse Effect, and any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or development in any way associated with any Environmental Law, litigation or other proceeding previously reported pursuant to SECTION 5.5 or this subsection;
(iii) written notice the receipt by Matria or any of its Subsidiaries from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from Person of (y) any notice asserting any failure by Matria or any of its Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any way associated with any Environmental Lawaction against such Person or sets forth circumstances that, in each case atif taken or adversely determined, on, in, under or in any way affecting the Realty and all facts, eventswould be reasonably likely to have a Material Adverse Effect, or conditions that could lead (z) any notice of any actual or threatened Limitation with respect to any License or Reimbursement Approval of the foregoingMatria or any of its Subsidiaries, where such action would be reasonably likely to have a Material Adverse Effect;
(jiv) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Matria or such Subsidiary specifying the details of such ERISA Event and the action that the applicable Credit Party Matria or such Subsidiary has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party Matria or an such ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which Matria or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting Matria, any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by Matria or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by Matria, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by Matria or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect; and
(nvii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Matria or such Subsidiary setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Matria or such Subsidiary has taken and propose proposes to take with respect thereto;
(f) Promptly upon the acquisition thereof, written notice of the acquisition by Matria or such Subsidiary, as the case may be, of any fee or leasehold interest in any real property; and
(og) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of Matria or any Credit Party of its Subsidiaries 70 77 (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
Appears in 1 contract
Other Business and Financial Information. The Borrower will deliver deliver, or cause to be delivered, to the Administrative Agent and each Lender:
(a) promptly Concurrently with each delivery of the financial statements described in SECTIONS 5.1 and 5.2, Compliance Certificates in the form of EXHIBITS C-1 and C-2 with respect to the period covered by the financial statements then being delivered, executed by a Financial Officer of the Borrower, together, with respect to the Compliance Certificate delivered with the financial statements described in Section 5.1, with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in SECTION 6.1 as of the last day of the period covered by such financial statements;
(b) Promptly upon filing with the relevant Insurance Regulatory Authority and in any event within one hundred (100) days after the end of each fiscal year, beginning with the fiscal year ended December 31, 2001, a Responsible Officer’s learning copy of each Insurance Subsidiary's "Statement of Actuarial Opinion" (or equivalent information should the relevant Insurance Regulatory Authority not require such a statement) as to the adequacy of such Insurance Subsidiary's loss reserves for such fiscal year, together with a copy of its management discussion and analysis in connection therewith, each in the format prescribed by the applicable insurance laws of such Insurance Subsidiary's jurisdiction of domicile;
(c) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the commencement Borrower or any of its Subsidiaries shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that the Borrower or any of its Subsidiaries shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Borrower or any of its Subsidiaries to the public concerning material litigation affecting developments in the business of the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered ; (iv) all significant filings made under applicable state insurance holding company acts by the Borrower or any of its Subsidiaries, as applicableincluding, to be covered by insurancewithout limitation, filings seeking approval of material transactions with Affiliates; and (iivi) the institution all material information sent to rating agencies, including without limitation Moody's, Standard & Poor's, A.M. Best & Company and Fitch.
(d) Xxxxxtly upon receipt thereof, copies of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely "management letter" submitted to the Borrower or its Subsidiaries;
(b) As soon as available, but in any event no later than 90 days following the commencement of each fiscal year, beginning with the 2011 fiscal year, a consolidated operating budget for the Borrower and its Subsidiaries for such fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower to the effect that such budget has been prepared in good faith and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered thereby; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(c) Promptly upon receipt thereof, a copy of the final “management letter” submitted to any Credit Party by its certified public accountants in connection with each annual, interim or special auditaudit that discloses any finding that is material and adverse to the Borrower, and promptly upon completion thereof, any response reports from the Borrower or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer’s learning Officer of the Borrower obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Casualty Default or Event in excess of $1,000,000Default, together with a written statement of a Responsible Officer of the Borrower specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Borrower has taken and proposes to take with respect thereto;
(eii) at least 10 days prior theretothe institution or threatened institution of any action, suit, investigation or proceeding against or affecting the relocation Borrower or any of their respective Subsidiaries, including any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or reviews), that would, if adversely determined, be reasonably likely, individually or in the chief executive office aggregate, to have a Material Adverse Effect, and any material development in any litigation or corporate headquarters of the Borrowerother proceeding previously reported pursuant to SECTION 4.5 or this subsection;
(fiii) promptly after the receipt by the Borrower or any of its Subsidiaries from any Governmental Authority or Insurance Regulatory Authority of (y) any written notice asserting any failure by the Borrower or their respective Subsidiaries to be in compliance with applicable Requirements of Law or that threatens the taking of any action against the Borrower or its Subsidiaries or sets forth circumstances that, if taken or adversely determined, would be reasonably likely to have a Responsible Officer’s learning thereofMaterial Adverse Effect, or (z) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any labor dispute to which license, permit, accreditation or authorization of the Borrower or any of its Subsidiaries, may become a party, or any strike or walkout relating to any of their plants or other facilities, in either case that is where such action would be reasonably likely to have, individually or in the aggregate, have a Material Adverse Effect, and the expiration of any material labor contract to which the Borrower or any of its Subsidiaries, is a party or by which any of them is bound;
(g) promptly after the occurrence thereof, any default by any obligor under any note or other evidence of Indebtedness payable to the Borrower or any of its Subsidiaries, exceeding $1,000,000;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Borrower, specifying the details of such ERISA Event and the action that the applicable Credit Party Borrower has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party the Borrower or an its ERISA Affiliate Affiliate, as the case may be, with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which the Borrower or any Credit Party of its Subsidiaries is a party, the default under or termination or cancellation of which could would be reasonably be expected likely to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by any Credit Party to the public concerning material developments in the business of the Credit Parties; provided that the items required to be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default of the following: (x) the assertion of any Environmental Claim against or Event affecting the Borrower or any of Default.its Subsidiaries or any of their respective real property, leased or owned; (y) the receipt by the Borrower or any of its Subsidiaries of notice of any alleged violation of or noncompliance with any Environmental Laws; or (z) the taking of any remedial action by the Borrower, any of its Subsidiaries or any other Person in response to the actual or alleged generation, storage, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased or owned by the Borrower or any of its Subsidiaries; but in each case under clauses (x), (y) and (z) above, only to the extent the same would be reasonably likely to have a Material Adverse Effect;
(nvii) the occurrence of any actual changes in any insurance statute or regulation governing the investment or dividend practices of any Insurance Subsidiary that would be reasonably likely to have a Material Adverse Effect; and
(viii) any other matter or event that has, or could would be reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower setting forth the nature and period of existence thereof and the action that the affected Credit Parties have Borrower has taken and propose proposes to take with respect thereto; and;
(of) as Promptly, notice of (i) the occurrence of any material amendment or modification (other than expiration) to any Reinsurance Agreement (whether entered into before or after the Closing Date), including any such agreements that are in a runoff mode on the Closing Date, which amendment or modification would be reasonably likely to have a Material Adverse Effect, or (ii) the receipt by the Borrower or any of its Subsidiaries of any written notice of any denial of coverage or claim, litigation or arbitration with respect to any Reinsurance Agreement to which it is a ceding party which would be reasonably likely to have a Material Adverse Effect;
(g) As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of the Borrower or any Credit Party of its Subsidiaries (including any Plan and any information required to be filed under ERISA) as the Administrative Agent or any Lender may from time to time reasonably request.
(h) As soon as available and in any event within ninety (90) days after the end of each fiscal year, an actuarial review and valuation statement of, and opinion as to the adequacy of, the loss and loss adjustment expense reserve positions as of end of such fiscal year of each Material Insurance Subsidiary, with respect to its insurance business then in force, prepared and given by an independent actuarial firm acceptable to the Lender.
Appears in 1 contract
Samples: Credit Agreement (Radian Group Inc)
Other Business and Financial Information. The Borrower will deliver to the Administrative Agent and each Lender:
(a) promptly after Concurrently with each delivery of the financial statements described in Sections 6.1(b) and 6.1(c), a Responsible Officer’s learning thereof, (i) Compliance Certificate with respect to the commencement of any material litigation affecting the Borrower or any of its Subsidiaries, or any of their respective assets, whether or not the claim is considered period covered by the Borrower or any financial statements being delivered thereunder, executed by a Financial Officer of its Subsidiariesthe Parent, together with a Covenant Compliance Worksheet reflecting the computation of the financial covenants set forth in Article VII as applicable, to be of the last day of the period covered by insurance, and (ii) the institution of any material administrative proceeding, that in the case of either clause (i) or (ii), would be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect if decided adversely to the Borrower or its Subsidiariessuch financial statements;
(b) Concurrently with each delivery of the financial statements described in Section 6.1(c), a certificate executed by a Financial Officer of the Parent in form and substance reasonably satisfactory to the Administrative Agent and setting forth the calculation of Excess Cash Flow for such fiscal year;
(c) As soon as available, but available and in any event no later than 90 within thirty (30) days following after the commencement of each fiscal year, beginning with the 2011 2004 fiscal year, a consolidated operating budget for the Borrower Parent and its Subsidiaries for such the succeeding fiscal year (prepared on a quarterly basis), consisting of a consolidated balance sheet and consolidated statements of income and cash flows, together with a certificate of a Financial Officer of the Borrower Parent to the effect that such budget has been prepared in good faith based on estimates and is a reasonable estimate of the financial position and results of operations of the Borrower and its Subsidiaries for the period covered therebyassumptions believed to be reasonable; and as soon as available from time to time thereafter, any modifications or revisions to or restatements of such budget;
(cd) Promptly upon receipt thereof, a copy copies of the final any “management letter” submitted to the Parent or any Credit Party of its Subsidiaries by its certified public accountants in connection with each annual, interim or special audit, and promptly upon completion thereof, any response reports from the Parent or any such Credit Party Subsidiary in respect thereof;
(de) immediately after a Responsible Officer’s learning Promptly upon the sending, filing or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the occurrence of Parent shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that any Casualty Event in excess of $1,000,000;
(e) at least 10 days prior theretoCredit Party shall render to or file with the Securities and Exchange Commission, the relocation National Association of Securities Dealers, Inc. or any national securities exchange, and (iii) all press releases and other statements made available generally by the Parent to the public concerning material developments in the business of the chief executive office or corporate headquarters of the BorrowerParent and its Subsidiaries;
(f) promptly after Promptly upon (and in any event within five (5) Business Days after) any Responsible Officer of any Credit Party obtaining knowledge thereof, written notice of any of the following:
(i) the occurrence of any Default or Event of Default, together with a written statement of a Responsible Officer’s learning thereofOfficer of the Parent specifying the nature of such Default or Event of Default, the period of existence thereof and the action that the Parent has taken and proposes to take with respect thereto;
(ii) the institution or threatened institution of any labor dispute to which the Borrower action, suit, investigation or proceeding against or affecting any of its SubsidiariesCredit Party, may become a partyincluding any such investigation or proceeding by any Governmental Authority (other than routine periodic inquiries, investigations or any strike or walkout relating to any of their plants or other facilitiesreviews), in either case that is that, if adversely determined, could reasonably likely to havebe expected, individually or in the aggregate, to have a Material Adverse Effect, and the expiration of any material labor contract development in any litigation or other proceeding previously reported pursuant to which the Borrower Section 5.5 or any of its Subsidiaries, is a party or by which any of them is boundthis Section 6.2(f)(ii);
(giii) promptly after the occurrence thereofreceipt by any Credit Party from any Governmental Authority of (A) any notice asserting any failure by any Credit Party to be in compliance with applicable Requirements of Law or that threatens the taking of any action against any Credit Party or sets forth circumstances that, if taken or adversely determined, could reasonably be expected to have a Material Adverse Effect, or (B) any notice of any actual or threatened suspension, limitation or revocation of, failure to renew, or imposition of any restraining order, escrow or impoundment of funds in connection with, any default by license, permit, accreditation or authorization of any obligor under any note or other evidence of Indebtedness payable Credit Party, where such action could reasonably be expected to the Borrower or any of its Subsidiaries, exceeding $1,000,000have a Material Adverse Effect;
(h) promptly after the rendition thereof, any judgment in an amount exceeding $1,000,000 rendered against the Borrower or any of its Subsidiaries;
(i) promptly after a Responsible Officer’s learning thereof, with respect to the Borrower or any of its Subsidiaries, taken as a whole, any material (i) Environmental Liability, (ii) pending or threatened in writing judicial or administrative proceeding arising from or in any way associated with any Environmental Law, (iii) written notice from any Governmental Authority, or by any other Person, of possible or alleged noncompliance with or liability under any Environmental Law and any investigations concerning any violation of any Environmental Law, (iv) judgment, decree, order or written agreement with a Governmental Authority or other entity arising from or in any way associated with any Environmental Law, in each case at, on, in, under or in any way affecting the Realty and all facts, events, or conditions that could lead to any of the foregoing;
(j) promptly after a Responsible Officer’s learning thereof, the occurrence of any ERISA Event resulting in a liability in excess of $500,000Event, together with (x) a written statement of a Responsible Officer of the Borrower Parent specifying the details of such ERISA Event and the action that the applicable Credit Party has taken and proposes to take with respect thereto, (y) a copy of any notice with respect to such ERISA Event that may be required to be filed with the PBGC and (z) a copy of any notice delivered by the PBGC to any Credit Party or an ERISA Affiliate with respect to such ERISA Event; and;
(kv) promptly after a Responsible Officer’s learning thereof , the occurrence of any material default under, or any proposed or threatened in writing termination or cancellation of, any Material Contract or other material contract or agreement to which any Credit Party is a party, the default under or termination or cancellation of which could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect;
(lvi) Promptly upon the sending, filing occurrence of any of the following: (x) the assertion of any Environmental Claim against or receipt thereof, copies of (i) all financial statements, reports, notices and proxy statements that the Borrower shall send or make available generally to its shareholders, (ii) all regular, periodic and special reports, registration statements and prospectuses (other than on Form S-8) that affecting any Credit Party shall render to or file with the Securities and Exchange Commission, the National Association of Securities Dealers, Inc. or any national securities exchangereal property leased, and operated or owned by any Credit Party, or any Credit Party’s discovery of a basis for any such Environmental Claim; (iiiy) all press releases and other statements made available generally the receipt by any Credit Party of notice of any alleged violation of or noncompliance with any Environmental Laws or release of any Hazardous Substance; or (z) the taking of any investigation, remediation or other responsive action by any Credit Party or any other Person in response to the public concerning material developments actual or alleged violation of any Environmental Law by any Credit Party or generation, storage, transport, release, disposal or discharge of any Hazardous Substances on, to, upon or from any real property leased, operated or owned by any Credit Party; but in each case under clauses (x), (y) and (z) above, only to the business of extent the Credit Parties; provided that the items required to same could reasonably be delivered pursuant to this Section may be delivered electronically and, if so delivered, shall be deemed expected to have been delivered on the date on which the such information has been posted on the Borrower’s website on the Internet at xxxx://xxx.xxxxxxxxxxxxxx.xxx, at xxx.xxx.xxx/xxxxx/searchedgar/webusers.htm or at another website identified in a written notice to the Administrative Agent by the Borrower;Material Adverse Effect; and
(m) promptly, but in any event within five Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default.
(nvii) any other matter or event that has, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, together with a written statement of a Responsible Officer of the Borrower Parent setting forth the nature and period of existence thereof and the action that the affected Credit Parties have taken and propose to take with respect thereto;
(g) Promptly after the Borrower has notified the Administrative Agent of any intention by the Borrower to treat the Loans and/or Letters of Credit and related transactions as being a “reportable transaction” (within the meaning of Treasury Regulation section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and
(oh) as As promptly as reasonably possible, such other information about the business, condition (financial or otherwise), operations or properties of any Credit Party as the Administrative Agent or any Lender may from time to time reasonably request.
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