Periodic Reports Clause Samples

Periodic Reports. Furnish to the Lenders: (1) within 60 days after the close of each of the first three quarters of each of TBC’s fiscal years, a Consolidated statement of financial position of TBC and the Subsidiaries as of the end of such quarter and a Consolidated comparative statement of earnings and retained earnings of TBC and the Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, each certified by an authorized officer of TBC, (2) within 120 days after the close of each of TBC’s fiscal years, and with respect to any quarter thereof, if requested in writing by the Majority Lenders (with a copy to the Agent), within 60 days after the later of (x) the close of any of the first three quarters thereof subject of such request and (y) such request, a statement certified by an authorized officer of TBC showing in detail the computations required by the provisions of Sections 4.2(a) and 4.2(b), based on the figures which appear on the books of account of TBC and the Subsidiaries at the close of such quarters, (3) within 120 days after the close of each of TBC’s fiscal years, a copy of the annual audit report of TBC, certified by independent public accountants of nationally recognized standing, together with financial statements consisting of a Consolidated statement of financial position of TBC and the Subsidiaries as of the end of such fiscal year and a Consolidated statement of earnings and retained earnings of TBC and the Subsidiaries for such fiscal year, (4) within 120 days after the close of each of TBC’s fiscal years, a statement certified by the independent public accountants who shall have prepared the corresponding audit report furnished to the Lenders pursuant to the provisions of clause (3) of this subsection (a), to the effect that, in the course of preparing such audit report, such accountants had obtained no knowledge, except as specifically stated, that TBC had been in violation of the provisions of any one of Sections 4.2(a), 4.2(b), 4.2(c) and 4.2(d), at any time during such fiscal year, (5) promptly upon their becoming available, all financial statements, reports and proxy statements which TBC sends to its stockholders, (6) promptly upon their becoming available, all regular and periodic financial reports which TBC or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange, (7) within 3 Business Days after the discovery of the occurrence of any e...

Periodic Reports. (a) After the end of each fiscal year, the Depositor shall cause to be prepared an annual report on Form 10-K for the Down-MACRO Holding Trust containing financial statements prepared by the Depositor and audited by Independent accountants engaged by the Depositor. The annual report shall contain such information as shall be required by applicable laws, rules and regulations and may contain such additional information as the Depositor or the Administrative Agent determines shall be included. The Depositor shall file such annual report with the SEC in such manner as shall be required by applicable laws, rules and regulations. (b) After the end of each fiscal quarterly period, the Depositor shall cause to be prepared a quarterly report on Form 10-Q for the Down-MACRO Holding Trust containing unaudited financial statements prepared by the Depositor. The quarterly report shall be in such form and contain such information as shall be required by applicable laws, rules and regulations and may contain such information as the Depositor or the Administrative Agent determines shall be included. The Depositor shall file such quarterly report with the SEC in such manner as shall be required by applicable laws, rules and regulations. (c) Reports on Form 10-Q and Form 10-K pursuant to this Section 8.2 shall be made in accordance with the instructions set forth in such Form 10-Q or Form 10-K, as applicable.

Periodic Reports. The Company will file with the Commission such periodic and special reports as required by the Securities Act.

Periodic Reports. Furnish to the Lender: (a) Within ninety (90) calendar days after the end of each Fiscal Year consolidated and consolidating balance sheets, statements of income, statements of stockholders’ equity, and statements of cash flows of the Borrower and its Subsidiaries, together with footnotes and supporting schedules thereto, certified (as to the consolidated statements) by independent certified public accountants selected by the Borrower and reasonably satisfactory to the Lender, showing the financial condition of the Borrower and its Subsidiaries at the close of such Fiscal Year and the results of operations of the Borrower and its Subsidiaries during such Fiscal Year; (b) Within (i) thirty (30) calendar days after the end of each fiscal month (forty-five (45) calendar days in the case of the end of a fiscal quarter), consolidated (and, if specifically requested by the Lender reasonably in advance, consolidating) unaudited balance sheets, statements of income, statements of stockholders’ equity and statements of cash flows of the Borrower and its Subsidiaries, in each case with supporting schedules thereto, prepared by the Borrower and certified by the Borrower’s Chairman, President, Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer, such balance sheets to be as of the close of such fiscal month and such statements of income, statements of stockholders’ equity and statements of cash flows to be for the period from the beginning of the then-current Fiscal Year to the end of such fiscal month or fiscal quarter (as the case may be), together with comparative statements of income and cash flows for the corresponding period in the immediately preceding Fiscal Year, in each case subject to normal audit and year-end adjustments; (c) Concurrently with the delivery of each of the financial statements required by Sections 5.04(a) and 5.04(b) above, a certificate on behalf of the Borrower (signed by the Chairman, President, Chief Executive Officer, Chief Financial Officer or Chief Accounting Officer of the Borrower), certifying (i) that he has examined the provisions of this Agreement and that no Default or Event of Default has occurred and/or is continuing, and (ii) with respect to any financial statements as of or ending on a date as of which compliance with Sections 6.18 and/or 6.19 below is required, a calculation of the applicable EBITDA and/or EBITDA to Fixed Charges ratio for the subject measuring period; (d) On or prior to the fifteen...

Periodic Reports. All forms, registration statements, reports, schedules and statements required to be filed by the Company under the Exchange Act or the Securities Act (all such documents, including the exhibits thereto, prior to the date hereof, collectively the “Company SEC Documents”) have been filed with the Commission on a timely basis. The Company SEC Documents, including, without limitation, any audited or unaudited financial statements and any notes thereto or schedules included therein (the “Company Financial Statements”), at the time filed (or in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequent Company SEC Document) (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (c) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (d) with respect to the Company Financial Statements, were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission), and (e) with respect to the Company Financial Statements, fairly present (subject in the case of unaudited statements to normal and recurring audit adjustments) in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. The Company’s auditor is an independent registered public accounting firm with respect to the Company and has not resigned or been dismissed as independent registered public accountants of the Company as a result of or in connection with any disagreement with the Company on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Periodic Reports. (a) For so long as Univar NV or the CD&R Investor (together with its Permitted Transferees), as applicable, owns at least 5% of its Original Shares and for so long as or Temasek Investor (together with its Permitted Transferees) owns 10% or more of the outstanding Shares, as promptly as practicable and in any event within 60 days after the end of each fiscal year, the Company shall prepare and make available to each of Univar NV, the CD&R Investor and Temasek Investor, the following financial statements with respect to the Group audited by the Auditor and prepared in accordance with GAAP applied on a consistent basis throughout the periods involved: (i) a consolidated balance sheet as of the end of such fiscal year; (ii) a consolidated statement of income for such fiscal year; (iii) a consolidated statement of cash flows for such fiscal year; and (iv) notes to the foregoing, setting forth in each case (other than the notes described in clause (iv)) in comparative form the figures for the previous fiscal year, all in reasonable detail and accompanied by the opinion of independent public accountants of recognized national standing selected by the Company, and a Company-prepared comparison to the Annual Business Plan for such year as approved by the Board. (b) The members of the Group shall close the books of account after the end of each month in each fiscal year and management of the Company shall provide information in reasonable detail to each Stockholder with respect to the results of operations of the Group during such month. Such information shall include an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the end of such monthly period and consolidated statements of operations, income, cash flows, retained earnings and stockholders’ equity of the Company and its Subsidiaries, for each month and for the current fiscal year of the Company to date, prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of notes thereto), together with a comparison of actual year-to-date, remainder of the year as budgeted and the full year as budgeted information for the Group and a budget reforecast of profits and losses. Such information shall be delivered to each Stockholder no later than 20 days after the end of each month and no later than 60 days after the end of each fiscal year in respect of such fiscal year. (c) The Company shall provide to each of Univar NV, the CD&R Investor Parties, Temasek ...

Periodic Reports. The Guarantor shall provide to the Preferred Securities Guarantee Trustee such documents, reports and information as are required by Section 314 (if any) and the compliance certificate required by Section 314 of the Trust Indenture Act in the form, in the manner and at the times required by Section 314 of the Trust Indenture Act. Delivery of such reports, information and documents to the Preferred Securities Guarantee Trustee is for informational purposes only and the Preferred Securities Guarantee Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor's compliance with any of its covenants hereunder (as to which the Preferred Securities Guarantee Trustee is entitled to rely exclusively on Officers' Certificates).

Periodic Reports. 5 SECTION 2.5 Evidence of Compliance with Conditions Precedent............. 5 SECTION 2.6 Events of Default; Waiver.................................... 5 SECTION 2.7 Notice of Events of Default.................................. 6 SECTION 2.8 Conflicting Interests........................................ 6

Periodic Reports. Each Lender intending to make a Bid Advance shall have received the statements provided (or deemed provided) by TBC pursuant to Section 4.1(a)(1), (2) and (3); and