Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers. (a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis; (b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement; (c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate; (d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2)); (e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors; (f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1a) During the term of this Agreement, the Borrower and Hudbay shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its Hudbay's interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysisanalysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(bii) the The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its Hudbay's annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementconsistently applied;
(ciii) the The Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its Hudbay's financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2))above;
(eiv) the Borrower Hudbay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s Hudbay's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basisbasis the proven reserves, the probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members (including the Xxxxxxxxxx Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle andHudbay Group Members;
(v) Hudbay shall, if any life of mine plan delivered concurrently with the consolidated annual plan has not been updated from the life delivery of mine plan previously its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Lenders, the Borrower will deliver the updated life of mine plan to Agent and the Lenders promptly after a report setting forth a list of all Derivatives to which it has been approved by or any other Hudbay Group Member is a party and the Borrower’s board marked-to-market value of directors;such Derivatives as at the date of the financial statements to which the report relates; and
(fvi) the The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted PartiesHudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower Hudbay in preparing its financial statements for its fiscal year ended December 31, 20142016, or components thereof, the Borrower Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s Hudbay's financial statements for its fiscal year ended December 31, 2014 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. So long as a Shareholder (1) During the term together with its ---------------- Affiliates is a holder of this Agreement, the Borrower shall deliver or cause the delivery at least 250,000 shares of Series E Preferred Stock and/or Common Stock issuable upon conversion of the Series E Preferred Shares and/or Common Stock issuable upon conversion of the Series D Preferred Stock and/or Warrant Shares (in each case as adjusted for stock splits, dividends, combinations, recapitalizations or the like), upon prior written request by such Shareholder Buyer will distribute the following reports listed below. All financial to that Shareholder:
(i) As soon as practicable after the end of each fiscal year of Buyer, and in any event within 90 days thereafter, consolidated balance sheets of Buyer and its Subsidiaries, if any, as of the end of such fiscal year, and consolidated statements shall be of income and consolidated statements of cash flows of Buyer and its Subsidiaries, if any, for such year, prepared in accordance with U.S. GAAP and other reports shall be setting forth in a each case in comparative form satisfactory to the Lendersfigures for the previous fiscal year (or, acting reasonably. Any report shall be considered to have been given when at the Borrower notifies election of Buyer, setting forth in comparative form the Agent that it has been posted budgeted figures for the fiscal year then reported), all in reasonable detail and audited by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for independent public filings accountants of national standing selected by reporting issuersBuyer.
(aii) the Borrower shall, as As soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of Buyer and in any event within 45 days thereafter, a consolidated balance sheet of Buyer and its Subsidiaries, if any, as of the end of each of its fiscal quarters (excluding the fourth quarter)such quarterly period, cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement cash flows of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower Buyer and its Subsidiaries, details if any, for each material exploration property such period and such for the current fiscal year to date, prepared in accordance with U.S. GAAP (other information as may reasonably be requested than for accompanying notes), subject to changes resulting from year-end audit adjustments, all in reasonable detail and signed by the Agent to provide the Lenders a proper understanding principal financial or accounting officer of the forecast operations of the Borrower and its SubsidiariesBuyer; it is understood provided, however, that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle andBuyer shall, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning and at its sole discretion, limit or prohibit the businessright of any Shareholder to receive such information pursuant to this Section 6.5 if Buyer, financial condition and Property of the Restricted Parties. If there in good faith, determines that such information is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, trade secret or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changescontains confidential or classified information.
Appears in 1 contract
Periodic Reports. (1a) During the term of this Agreement, the Borrower and Hudbay shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its Xxxxxx's interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysis;analysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(bii) the The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its Hudbay's annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;consistently applied.
(ciii) the The Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its Xxxxxx's financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));above.
(eiv) the Borrower Hudbay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s Xxxxxx's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basisbasis the proven reserves, the probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members (including the Xxxxxxxxxx Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;Hudbay Group Members.
(fv) the The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted PartiesHudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower Xxxxxx in preparing its financial statements for its fiscal year ended December 31, 20142020, or components thereof, the Borrower Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s Hudbay's financial statements for its fiscal year ended December 31, 2014 2020 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any Where applicable, any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its the interim unaudited consolidated financial statements of each of IMG and the Borrower as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and and, for IMG only, management’s discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 45 days of the end of each of its fiscal quarters, cause to be prepared and delivered to the Lenders, the quarterly operating report for the Niobec Mine;
(c) the Borrower shall, as soon as practicable and in any event within 120 days after the end of each of its fiscal years, cause its the consolidated annual financial statements of the Borrower and IMG (and the annual financial statements of other Restricted Parties Obligors where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and and, for IMG only, management’s discussion and analysis, which shall, in the case of the BorrowerIMG, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementengagement unless audited financial statements are otherwise prepared for the Obligors;
(cd) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 120 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan of the Borrower and IMG as presented to its board their respective boards of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower IMG and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower IMG and its Subsidiaries; it is understood that the Borrower IMG generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the a consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after as soon as it has been approved by submitted to the Borrower’s relevant board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of IMG and the Restricted PartiesObligors. If there is any change by the Borrower or IMG in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower IMG in preparing its financial statements for its fiscal year ended 31 December 31, 20142008, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its IMG’s fiscal year ended 31 December 31, 2014 2008 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s 's discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s 's discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s 's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s 's board of directors;
(f) the Borrower shall, as soon as practicable and in any event within 30 days of the end of each month, cause to be prepared and delivered to the Lenders, a construction report for the Côté Gold Project until such time as the Côté Gold Project reaches completion, which report will include (i) project costs incurred in such prior month by major expense category; (ii) a description of any cost overruns detailing variances from the project budget (with a narrative explanation of such variances); (iii) the estimated date of completion; (iv) health, safety and environmental incidents, and statistics, (v) indigenous relations & community update, (vi) site activities update, and (vii) construction progress with a description of any material deviations from the final project execution plan since the last report hereunder;
(g) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 20142016, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s 's financial statements for its fiscal year ended December 31, 2014 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1a) During the term of this Agreement, the Borrower and Hudbay shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its Xxxxxx's interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year- end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysis;analysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(bii) the The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its Hudbay's annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;consistently applied.
(ciii) the The Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its Xxxxxx's financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));above.
(eiv) the Borrower Hudbay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s Xxxxxx's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basisbasis the proven reserves, the probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members (including the Xxxxxxxxxx Mine), details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;Hudbay Group Members.
(fv) the The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties. If there Hudbay Group Members.
(vi) From and including December 1, 2025 until the date on which all 2026 Notes have been indefeasibly repaid in full, Hudbay shall provide written notice to the Agent as promptly as practicable, and in any event within two Banking Days after becoming aware, if at any time:
(A) Liquidity is any change equal to or less than (x) US$150,000,000 plus (y) the principal amount of all outstanding 2026 Notes; and/or
(B) the Total Net Debt to EBITDA Ratio is greater than or equal to 2.50:1.
(vii) Within five Banking Days of delivering notice referred to in a subsequent period from the accounting policiesSection 8.3(a)(vi), practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower Hudbay shall provide the Agent and the Lenders with all information that a detailed remediation plan specifying the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue steps to be made based on taken to cure the accounting policies, practices and calculation methods that were used matters set forth in preparing such notice (the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes"Financial Remediation Plan").
Appears in 1 contract
Periodic Reports. (1a) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysisanalysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(bii) the The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementconsistently applied;
(ciii) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the The Borrower shall, concurrently with the delivery of its financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2))above;
(eiv) the The Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s 's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Hudbay Group Members;
(v) The Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle andshall, if any life of mine plan delivered concurrently with the consolidated annual plan has not been updated from the life delivery of mine plan previously its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Lenders, the Borrower will deliver the updated life of mine plan to Agent and the Lenders promptly after a report setting forth a list of all Derivatives to which it has been approved by or any other Hudbay Group Member is a party and the Borrower’s board marked-to-market value of directors;such Derivatives as at the date of the financial statements to which the report relates; and
(fvi) the The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted PartiesHudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 20142016, or components thereof, the Borrower shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s 's financial statements for its fiscal year ended December 31, 2014 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1a) During The Company will furnish to Purchasers as soon as practicable, and in any event within 90 days after the term end of this Agreement, the Borrower shall deliver or cause the delivery each fiscal year of the reports listed belowCompany (commencing with the fiscal year ended December 31, 1997), an annual report of the Company, including a balance sheet as at the end of such fiscal year and statement of operations, stockholders' equity (deficit) and cash flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all of which will be correct and complete and will present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended. All Such financial statements shall be accompanied by an unqualified report (other than qualifications contingent upon the Company's ability to obtain additional financing), in form and substance reasonably satisfactory to Purchasers, of independent public accountants reasonably satisfactory to Purchasers to the effect that such financial statements have been prepared in accordance with GAAP the books and other reports shall be records of the Company and generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in a form satisfactory such report), and present fairly the financial position of the Company and the results of its operations and changes in their financial position as of the time and for the period then ended. The Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the Lendersscope of the audit, acting reasonably. Any report shall be considered the continuance of the Company, or with respect to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website Company's compliance with generally used accepted accounting principles consistently applied, except for changes in Canada for public filings by reporting issuersmethods of accounting in which such accountants concur.
(ab) the Borrower shallThe Company will furnish to Purchasers, as soon as practicable and in any event within 45 days of after the end of each of its the first three fiscal quarters (excluding of the fourth quarter)Company during each fiscal year, cause to be prepared and delivered to a quarterly report of the Lenders, its interim Company consisting of an unaudited consolidated financial statements balance sheet as at the end of such quarterquarter and an unaudited statement of operations, stockholders' equity (deficit) and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case includingin comparative form corresponding figures for the preceding fiscal year. All such reports shall be certified by the Chief Financial Officer or Vice President--Finance of the Company to be correct and complete, without limitation, balance sheet, statement to present fairly the financial position of income the Company and retained earnings, statement the consolidated results of its operations and changes in its financial position as of the time and management’s discussion for the period then ended and analysis;to have been prepared in accordance with generally accepted accounting principles.
(bc) the Borrower shallThe Company shall furnish to Purchasers, as soon as practicable and in any event within 90 30 days after the end of each calendar month, an unaudited balance sheet of the Company as of the end of such month and the related unaudited statement of operations, stockholders' equity (deficit) and cash flows for such month and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the budget for the current fiscal year, or such other financial information as otherwise agreed to by the parties hereto. All such statements shall be certified by the Chief Financial Officer or Vice President--Finance of the Company to the effect that such statements fairly present the financial condition of the Company as of the dates shown and the results of its fiscal yearsoperations for the periods then ended and that such statements have been prepared in conformity with generally accepted accounting principles consistently applied except for normal, cause its consolidated annual financial statements (recurring, year-end audit adjustments and the annual financial statements absence of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;footnotes.
(d) the Borrower shall, concurrently Commencing with the delivery of its financial statements pursuant Company's fiscal year commencing January 1, 1997, the Company shall furnish to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shallPurchasers, as soon as practicable and in any event not later less than 90 sixty (60) days after prior to the beginning end of each fiscal year of its the Company, (i) an annual operating budget for the Company, for the succeeding fiscal yearsyear, cause containing projections of profit and loss, cash flow and ending balance sheets for each month of such fiscal year and (ii) a business plan for the Company as specified in Section 7.18. The Company shall furnish to Purchasers at least thirty (30) days prior to the date the Board of Directors is scheduled to approve the annual operating budget and business plan referred to above, such operating budget and business plan as proposed to be prepared and delivered to approved by the LendersBoard of Directors. Promptly upon preparation thereof, the Borrower’s consolidated Company shall furnish to Purchasers any other operating budgets or business plans that the Company may prepare and any revisions or modifications of such previously furnished budgets or business plans.
(e) The annual plan as presented statements and quarterly statements furnished pursuant to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, Sections 7.2(a) and EBITDA on (b) shall include a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested narrative discussion prepared by the Agent to provide Company describing the Lenders a proper understanding of the forecast business operations of the Borrower and its Subsidiaries; it is understood that Company during the Borrower generally updates the life of mine plans for its mines on period covered by such statements. The monthly statements furnished pursuant to Section 7.02(c) shall be accompanied by a 12 to 18 month cycle andstatement describing any material events, if any life of mine plan delivered with the consolidated annual plan has not been updated transactions or deviations from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved Company's Business Plan (as defined below) contemplated by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each Section 7.18 and containing an explanation of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition causes and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components circumstances thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1a) During the term of this Agreement, the Borrower Borrowers shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the Borrower Hudbay shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysisanalysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(bii) the Borrower Hudbay shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementconsistently applied;
(ciii) the Borrower Hudbay shall, concurrently with as soon as practicable and in any event within 180 days after the delivery end of each of its fiscal years, cause the annual unaudited consolidated financial statements of HBMS to be prepared without financial notes and delivered to the Agent and the Lenders in each case consisting of a consolidated balance sheet, consolidated income statements, provide statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the Lenders with a Compliance Certificatecorresponding figures for the previous fiscal year in comparative form;
(div) the Borrower Hudbay shall, concurrently with the delivery of its financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2))above;
(ev) the Borrower Hudbay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s Hudbay's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle andHudbay Group Members;
(vi) Hudbay shall, if any life of mine plan delivered concurrently with the consolidated annual plan has not been updated from the life delivery of mine plan previously its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Lenders, the Borrower will deliver the updated life of mine plan to Agent and the Lenders promptly after a report setting forth a list of all Derivatives to which it has been approved by or any other Hudbay Group Member is a party and the Borrower’s board marked-to-market value of directors;such Derivatives as at the date of the financial statements to which the report relates; and
(fvii) the Borrower Borrowers shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financing affairs and Property of any of the Restricted PartiesHudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower Hudbay in preparing its financial statements for its fiscal year ended December 31, 20142015, or components thereof, the Borrower Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s Hudbay's financial statements for its fiscal year ended December 31, 2014 2015 unless and until the Borrower Borrowers and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1a) During The Company will furnish to ---------------- Purchaser as soon as practicable, and in any event within 90 days after the term end of this Agreement, the Borrower shall deliver or cause the delivery each fiscal year of the reports listed belowCompany (commencing with the fiscal year ended December 31, 1997), an annual report of the Company, including a balance sheet as at the end of such fiscal year and statement of operations, stockholders' equity (deficit) and cash flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all of which will be correct and complete and will present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended. All Such financial statements shall be accompanied by an unqualified report (other than qualifications contingent upon the Company's ability to obtain additional financing), in form and substance reasonably satisfactory to Purchaser, of independent public accountants reasonably satisfactory to Purchaser to the effect that such financial statements have been prepared in accordance with GAAP the books and other reports shall be records of the Company and generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in a form satisfactory such report), and present fairly the financial position of the Company and the results of its operations and changes in their financial position as of the time and for the period then ended. The Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the Lendersscope of the audit, acting reasonably. Any report shall be considered the continuance of the Company, or with respect to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website Company's compliance with generally used accepted accounting principles consistently applied, except for changes in Canada for public filings by reporting issuersmethods of accounting in which such accountants concur.
(ab) the Borrower shallThe Company will furnish to Purchaser, as soon as practicable and in any event within 45 days of after the end of each of its the first three fiscal quarters (excluding of the fourth quarter)Company during each fiscal year, cause to be prepared and delivered to a quarterly report of the Lenders, its interim Company consisting of an unaudited consolidated financial statements balance sheet as at the end of such quarterquarter and an unaudited statement of operations, stockholders' equity (deficit) and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case includingin comparative form corresponding figures for the preceding fiscal year. All such reports shall be certified by the Chief Financial Officer of the Company to be correct and complete, without limitation, balance sheet, statement to present fairly the financial position of income the Company and retained earnings, statement the consolidated results of its operations and changes in its financial position and management’s discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized time and for the period then ended and to have been prepared in accordance with generally accepted accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;principles.
(c) the Borrower shall, concurrently Commencing with the delivery of its financial statementsCompany's fiscal year commencing January 1, provide 1998, the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant Company shall furnish to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shallPurchaser, as soon as practicable and in any event not later less than 90 60 days after prior to the beginning end of each fiscal year of its the Company, an annual operating budget for the Company for the succeeding fiscal yearsyear containing projections of profit and loss, cause cash flow and ending balance sheets for each month of such fiscal year. Promptly upon preparation thereof, the Company shall furnish to be prepared Purchaser any other operating budgets or business plans that the Company may prepare and any revisions or modifications of such previously furnished budgets or business plans. The Company shall furnish to Purchaser within a reasonable period of time following each month a statement describing any material events, transactions or deviations from the Company's business plan (as delivered to the Lenders, Purchaser) during the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, preceding month and EBITDA on a consolidated basis, the current life of mine plan for each producing mine containing an explanation of the Borrower causes and its Subsidiaries, details for each material exploration property circumstances thereof.
(d) The annual statements and such other information as may reasonably be requested quarterly statements furnished pursuant to Sections 7.2(a) and (b) shall include a narrative discussion prepared by the Agent to provide Company describing the Lenders a proper understanding of the forecast business operations of the Borrower and its Subsidiaries; it is understood that Company during the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved period covered by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changessuch statements.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Ansan Pharmaceuticals Inc)
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 120 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 120 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after as soon as it has been approved by submitted to the Borrower’s board of directors;
(fe) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended 31 December 31, 20142008, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended 31 December 31, 2014 2008 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1) During the term of this Agreement, the Borrower Borrowers shall deliver or cause the delivery of the reports following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP and other reports (provided that quarterly financial statements shall not be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered required to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuersfootnote disclosure and are subject to normal year-end adjustments).
(a) the Borrower Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of its the first three fiscal quarters (excluding the fourth quarter)of ATS, cause to be prepared and delivered to the Lenders, its the interim unaudited consolidated consolidated, financial statements of ATS as at the end of such that quarter, in each case including, without limitation, including balance sheet, statement of income and retained earnings, statement of changes in financial position position, unaudited consolidation schedule with respect to such fiscal quarter and management’s management discussion and analysis;
(bc) the Borrower Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of its the fiscal yearsyears of ATS, cause its the annual audited consolidated annual financial statements of ATS (and along with both the annual financial statements of other Restricted Parties where prepared separatelyEnterprises) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including, without limitation, including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year and management’s discussion and analysisyear, which shall, in the case of the Borrowerfinancial statements of ATS only, be audited by an internationally recognized accounting firm firm, and in the case of Enterprises shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificatemanagement unaudited;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower Borrowers shall, as soon as practicable and in any event not later than 90 days after the beginning April 30th of each of its fiscal yearsyear, cause to be prepared and delivered to the Lenders, Lenders an annual Business Plan for the Borrower’s consolidated annual plan as presented then current fiscal year;
(e) the Borrowers shall cause to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the LendersAgent promptly upon filing of same, the Borrower will deliver the updated life copies of mine plan all non-confidential filings, reports and other documents delivered to the Lenders promptly after it has been approved by the Borrower’s board of directors;any securities commission in paper or electronic form; and
(f) the Borrower Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from Parties and/or the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesDiscontinued Entities.
Appears in 1 contract
Samples: Credit Agreement (ATS Corp /ATS)
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website wwx.xxxxx.xxx xebsite or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s 's discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s 's discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s 's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s 's board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 20142016, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s 's financial statements for its fiscal year ended December 31, 2014 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1a) During the term of this AgreementCHC shall, the Borrower shall deliver or cause the delivery as soon as practicable and in any event within 45 days of the reports listed below. All financial statements shall end of each of its fiscal quarters, cause to be prepared in accordance with GAAP and other reports shall be in a form satisfactory delivered to the Lenders, acting reasonably. Any report shall be considered to have been given when a statement of its inventory and an aged listing of its accounts receivable, each on a consolidated basis and with such unconsolidated information in respect of individual Obligors as the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuersLenders may specify.
(ab) the Borrower CHC shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding including the fourth quarter, except that 60 days shall be allowed for the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter and interim unaudited unconsolidated financial statements of such Obligors as the Lenders may specify from time to time as at the end of such quarter, in each case including, without limitation, including balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position and management’s discussion and analysis;position.
(bc) the Borrower CHC shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, including balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position for such fiscal year and management’s discussion and analysisyear, which shall, in the case of the Borrower, shall be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;firm.
(cd) the Borrower CHC shall, concurrently with the delivery of its quarterly financial statements, provide the Lenders with a Compliance Reporting Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));.
(e) the Borrower CHC shall, as soon as practicable and in any event not later than 90 45 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, a budget with projections for the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, current and EBITDA the following four fiscal years. The budget shall cover CHC on a consolidated basis, the current life of mine plan for each producing mine of the Borrower basis and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested Obligors designated by the Agent on an unconsolidated basis and shall include a projected income statement, a projected statement of changes in funds, estimates of Capital Expenditures, the value of Aircraft to provide be acquired through Leases, and tax losses and deferrals, and a list of all Material Contracts expiring in all relevant periods, all broken down quarterly for the Lenders a proper understanding current fiscal year only and annually thereafter, and otherwise in detail acceptable to the Agent and the Required Lenders.
(f) CHC shall, as soon as practicable and in any event not later than 45 days after the beginning of the forecast operations each of the Borrower its fiscal years, cause to be prepared and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan a current appraisal by an independent appraiser satisfactory to the Lenders promptly after it has been approved Agent of all of the Aircraft owned by Obligors. The appraisal may be a "desk-top" appraisal based on information provided to the Borrower’s board appraiser concerning the specifications and hours of directors;service of the Aircraft rather than physical inspection of the Aircraft.
(fg) the Borrower CHC shall promptly provide each of the Lenders with copies of all information concerning its financial condition and Property that is provided to the trustees or noteholders under the Sub Debt Indenture and not otherwise provided to the Lenders, copies of all notices received from the trustees or noteholders under the Sub Debt Indenture, and all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted PartiesObligors, including details of operating leases outstanding from time to time.
(h) CHC shall, as soon as practicable and in any event within 25 days of the end of each month, cause to be prepared and delivered to the Lenders, an unconsolidated statement of accounts receivable of each Obligor incorporated under the laws of the Netherlands which has given a pledge of its accounts receivable as part of the Security in the form of "borderel" attached to the relevant pledge. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower CHC in preparing its financial statements for its fiscal year ended December 31, 201430 April 2004, or components thereof, the Borrower CHC shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of all calculations made for the purposes of this Agreement, those calculations Agreement shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s CHC's financial statements for its fiscal year ended December 3130 April 2004 if the changed policies, 2014 unless practices and until methods would materially affect the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesresults of those calculations.
Appears in 1 contract
Periodic Reports. (1a) During the term of this AgreementCHC shall, the Borrower shall deliver or cause the delivery as soon as practicable and in any event within 45 days of the reports listed below. All financial statements shall end of each of its fiscal quarters, cause to be prepared in accordance with GAAP and other reports shall be in a form satisfactory delivered to the Lenders, acting reasonablya statement of its inventory and an aged listing of its accounts receivable, each on a consolidated basis and with such unconsolidated information in respect of individual Restricted Parties as the Lenders may specify. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted [Note: Section amended by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.Ninth Amending Agreement]
(ab) the Borrower CHC shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding including the fourth quarter, except that 60 days shall be allowed for the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter and interim unaudited unconsolidated financial statements of such Restricted Parties as the Lenders may specify from time to time as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position and management’s discussion and analysis;position.
(bc) the Borrower CHC shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position for such fiscal year and management’s discussion and analysisyear, which shall, in the case of the Borrower, shall be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;firm.
(cd) the Borrower CHC shall, concurrently with the delivery of its quarterly financial statements, provide the Lenders with a Compliance Reporting Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));.
(e) the Borrower CHC shall, as soon as practicable and in any event not later than 90 45 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, a budget with projections for the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, current and EBITDA the following four fiscal years. The budget shall cover CHC on a consolidated basis, the current life of mine plan for each producing mine of the Borrower basis and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested Restricted Parties designated by the Agent on an unconsolidated basis and shall include, without limitation, a projected income statement, a projected statement of changes in funds, estimates of capital expenditures and tax losses and deferrals, and a list of all Material Contracts expiring in all relevant periods, all broken down quarterly for the current fiscal year only and annually thereafter, and otherwise in detail acceptable to provide the Lenders a proper understanding Agent and the Majority Lenders.
(f) CHC shall, as soon as practicable and in any event not later than 45 days after the beginning of the forecast operations each of the Borrower its fiscal years, cause to be prepared and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan a current appraisal by an independent appraiser satisfactory to the Lenders promptly after it has been approved Agent of all of the Aircraft owned by Restricted Parties. The appraisal may be a "desk-top" appraisal based on information provided to the Borrower’s board appraiser concerning the specifications and hours of directors;service of the Aircraft rather than physical inspection of the Aircraft.
(fg) the Borrower CHC shall promptly provide each of the Lenders with copies of all information concerning its financial condition and Property that is provided to the trustees or noteholders under the Sub Debt Indentures and not otherwise provided to the Lenders, copies of all notices received from the trustees or noteholders under the Sub Debt Indentures, and all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties.
(h) CHC shall, as soon as practicable and in any event within 25 days of the end of each month, cause to be prepared and delivered to the Lenders, an unconsolidated statement of accounts receivable of each Restricted Party incorporated under the laws of the Netherlands which has given a pledge of its accounts receivable as part of the Security in the form of "borderel" attached to the relevant pledge. [Note: Section added by Tenth Amending Agreement] If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower CHC in preparing its financial statements for its fiscal year ended December 31, 201430 April 1999, or components thereof, the Borrower CHC shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of all calculations made for the purposes of this Agreement, those calculations Agreement shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s CHC's financial statements for its fiscal year ended December 3130 April 1999 if the changed policies, 2014 unless practices and until methods would materially affect the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesresults of those calculations.
Appears in 1 contract
Periodic Reports. (1a) During the term of this Agreement, the Borrower Borrowers shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the Borrower Hudbay shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s discussion and analysisanalysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(bii) the Borrower Hudbay shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement of changes in financial position each case setting forth the corresponding figures for such the previous fiscal year and in comparative form, together with management’s discussion and analysis, which shalland the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the case consolidated financial position of Hudbay, as of the Borrowerend of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementconsistently applied;
(ciii) the Borrower Hudbay shall, concurrently with as soon as practicable and in any event within 180 days after the delivery end of each of its fiscal years, cause the annual unaudited consolidated financial statements of HBMS to be prepared without financial notes and delivered to the Agent and the Lenders in each case consisting of a consolidated balance sheet, consolidated income statements, provide statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the Lenders with a Compliance Certificatecorresponding figures for the previous fiscal year in comparative form;
(div) the Borrower Hudbay shall, concurrently with the delivery of its financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2))above;
(ev) the Borrower Hudbay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the BorrowerHudbay’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle andHudbay Group Members;
(vi) Hudbay shall, if any life of mine plan delivered concurrently with the consolidated annual plan has not been updated from the life delivery of mine plan previously its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Lenders, the Borrower will deliver the updated life of mine plan to Agent and the Lenders promptly after a report setting forth a list of all Derivatives to which it has been approved by or any other Hudbay Group Member is a party and the Borrower’s board marked-to-market value of directors;such Derivatives as at the date of the financial statements to which the report relates; and
(fvii) the Borrower Borrowers shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition and Property of the Restricted PartiesHudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower Hudbay in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the BorrowerHudbay’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower Borrowers and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1a) During The Company will furnish to the term Purchaser Representative as soon as practicable, and in any event within 90 days after the end of this Agreement, the Borrower shall deliver or cause the delivery each fiscal year of the reports listed belowCompany (commencing with the fiscal year ended December 31, 1998), an annual report of the Company and its Subsidiaries, including an audited consolidated balance sheet as at the end of such fiscal year and an audited consolidated statement of operations, stockholders' equity (deficit) and cash flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all of which will be correct and complete and will present fairly the financial position of the Company and its Subsidiaries and the results of their operations and changes in their financial position as of the time and for the period then ended. All Such financial statements shall be accompanied by an unqualified report, in form and substance reasonably satisfactory to the Purchaser Representative, of independent public accountants reasonably satisfactory to the Purchaser Representative to the effect that such financial statements have been prepared in accordance with GAAP the books and records of the Company and its Subsidiaries and generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in such report), and present fairly the financial position of the Company and its Subsidiaries and the results of their operations and changes in their financial position as of the time and for the period then ended. The Company will use its best efforts, and shall cause its Subsidiaries, to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the scope of the audit, the continuance of the Company and the Subsidiaries, or with respect to the Company's and the Subsidiaries' compliance with generally accepted accounting principles consistently applied, except for changes in methods of accounting in which such accountants concur. The delivery requirements of the first two sentences of this paragraph shall be deemed satisfied if the Company provides to the Purchaser Representative within 90 days after the end of each fiscal year (or such earlier date as may be required by the SEC) a copy of the Company's Annual Report on Form 10-K as filed with the SEC for such fiscal year which includes the information and other reports shall be substantive delivery requirements set forth in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuersthis Section 7.2(a).
(ab) The Company will furnish to the Borrower shallPurchaser Representative, as soon as practicable and in any event within 45 days of after the end of each of its the first three fiscal quarters (excluding of the fourth quarter)Company during each fiscal year, cause to be prepared a quarterly report of the Company and delivered to the Lenders, its interim Subsidiaries consisting of an unaudited consolidated financial statements balance sheet as at the end of such quarterquarter and an unaudited consolidated statement of operations, stockholders' equity (deficit) and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case includingin comparative form corresponding figures for the preceding fiscal year. All such reports shall be certified by the Chief Financial Officer of the Company to be correct and complete, without limitation, balance sheet, statement to present fairly the financial position of income the Company and retained earnings, statement its Subsidiaries and the consolidated results of their operations and changes in their financial position as of the time and management’s discussion for the period then ended and analysis;to have been prepared in accordance with generally accepted accounting principles. The delivery requirements of the first sentence of this paragraph shall be deemed satisfied with respect to any fiscal quarter if the Company delivers to the Purchaser Representative with 45 days after the end of such fiscal quarter (or such earlier date as may be required by the SEC) a copy of its Quarterly Report on Form 10-Q as filed with the SEC for such quarter.
(bc) The Company shall furnish to the Borrower shallPurchaser Representative, as soon as practicable and in any event within 90 30 days after the end of each calendar month, an unaudited consolidated balance sheet of the Company and its fiscal years, cause its consolidated annual financial statements (Subsidiaries as of the end of such month and the annual related unaudited consolidated statement of operations, stockholders' equity (deficit) and cash flows for such month and for the fiscal year to date, setting forth in each case in comparative form the corresponding figures for the budget for the current fiscal year (which, for any period on or after delivery of the first Operating Budget (as defined in Section 7.2(d)), shall be the relevant Operating Budget), or such other financial information as otherwise agreed to by the parties hereto. All such statements shall be certified by the Chief Financial Officer of other Restricted Parties where prepared separately) to be prepared and delivered the Company to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in effect that such statements fairly present the financial position for such fiscal year and management’s discussion and analysis, which shall, in the case condition of the Borrower, be audited by an internationally recognized accounting firm Company and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights Subsidiaries as of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable dates shown and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made their operations for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices periods then ended and calculation methods that were used such statements have been prepared in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.conformity with generally accepted
Appears in 1 contract
Samples: Preferred Stock and Warrant Purchase Agreement (Neoprobe Corp)
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 120 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 120 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(fe) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended 31 December 31, 20142008, or components thereofthereof (including changes arising from anticipated adoption of certain international accounting standards in Canada), the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended 31 December 31, 2014 2008 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1a) During the term of this Agreement, the Borrower Borrowers shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the Borrower HudBay shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s discussion and analysisanalysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year;
(bii) the Borrower HudBay shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement of changes in financial position each case setting forth the corresponding figures for such the previous fiscal year and in comparative form, together with management’s discussion and analysis, which shalland the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the case consolidated financial position of HudBay, as of the Borrowerend of such fiscal year and the consolidated results of the operations and changes in cash flow for such fiscal year in conformity with IFRS, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementconsistently applied;
(ciii) the Borrower HudBay shall, concurrently with as soon as practicable and in any event within 180 days after the delivery end of each of its fiscal years, cause the annual unaudited consolidated financial statements of HBMS to be prepared without financial notes and delivered to the Agent and the Lenders in each case consisting of a consolidated balance sheet, consolidated income statements, provide statements of comprehensive income, statements of and change in equity and statements of cash flow, in each case setting forth the Lenders with a Compliance Certificatecorresponding figures for the previous fiscal year in comparative form;
(div) the Borrower HudBay shall, concurrently with the delivery of its financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2))above;
(ev) the Borrower HudBay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the BorrowerHudBay’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures (including without limitation the current Forecasted Lalor Capital Projections), exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudBay Group Members, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle andHudBay Group Members;
(vi) HudBay shall, if any life of mine plan delivered concurrently with the consolidated annual plan has not been updated from the life delivery of mine plan previously its financial statements referred to in Sections 8.3(a)(i) and 8.3(a)(ii), cause to be prepared and delivered to the Lenders, the Borrower will deliver the updated life of mine plan to Agent and the Lenders promptly after a report setting forth a list of all Derivatives to which it has been approved by or any other HudBay Group Member is a party and the Borrower’s board marked-to-market value of directorssuch Derivatives as at the date of the financial statements to which the report relates;
(fvii) the Borrower Borrowers shall, as soon as practicable and in any event within 20 days of the end of each month, cause to be prepared and delivered to the Agent and the Lenders a Borrowing Base Certificate dated as of, and reflecting the amounts as of the close of business of, the last business day of such previous calendar month; and
(viii) the Borrowers shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition and Property of the Restricted PartiesHudBay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower HudBay in preparing its financial statements for its fiscal year ended December 31, 20142012, or components thereof, the Borrower HudBay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the BorrowerHudBay’s financial statements for its fiscal year ended December 31, 2014 2012 unless and until the Borrower Borrowers and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrower Borrowers shall deliver or cause the delivery of the reports following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP and other reports (provided that quarterly financial statements shall not be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered required to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuersfootnote disclosure and are subject to normal year-end adjustments).
(a) the Borrower Borrowers shall, as soon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of its the first three fiscal quarters (excluding the fourth quarter)of ATS, cause to be prepared and delivered to the Lenders, its the interim unaudited consolidated consolidated, financial statements of ATS as at the end of such that quarter, in each case including, without limitation, including balance sheet, statement of income and retained earnings, statement of changes in financial position position, unaudited consolidation schedule with respect to such fiscal quarter and management’s management discussion and analysis;
(bc) the Borrower Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of its the fiscal yearsyears of ATS, cause its the annual audited consolidated annual financial statements of ATS (and along with both the annual financial statements of other Restricted Parties where prepared separatelyEnterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including, without limitation, including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year and management’s discussion and analysisyear, which shall, in the case of the Borrowerfinancial statements of ATS only, be audited by an internationally recognized accounting firm firm, and in the case of Enterprises USA shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificatemanagement unaudited;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower Borrowers shall, as soon as practicable and in any event not later than 90 days after the beginning April 30th of each of its fiscal yearsyear, cause to be prepared and delivered to the Lenders, Lenders an annual Business Plan for the Borrower’s consolidated annual plan as presented then current fiscal year;
(e) the Borrowers shall cause to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the LendersAgent promptly upon filing of same, the Borrower will deliver the updated life copies of mine plan all non-confidential filings, reports and other documents delivered to the Lenders promptly after it has been approved by the Borrower’s board of directors;any securities commission in paper or electronic form; and
(f) the Borrower Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from Parties and/or the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesDiscontinued Entities.
Appears in 1 contract
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s 's discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s 's discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s 's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s 's board of directors;
(e.1) the Borrower shall, as soon as practicable and in any event within 30 days of the end of each month, cause to be prepared and delivered to the Lenders, a construction report for the Côté Gold Project until such time as the Côté Gold Project reaches completion, which report will include (i) project costs incurred in such prior month by major expense category; (ii) a description of any cost overruns detailing variances from the project budget (with a narrative explanation of such variances); (iii) the estimated date of completion; (iv) health, safety and environmental incidents, and statistics, (v) indigenous relations & community update, (vi) site activities update, and (vii) construction progress with a description of any material deviations from the final project execution plan since the last report hereunder;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 20142016, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s 's financial statements for its fiscal year ended December 31, 2014 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1) During the term of this Agreement, the Borrower IMG shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the LendersLender, acting reasonably. Any report shall be considered to have been given when the Borrower IMG notifies the Agent Lender that it has been posted by the Borrower IMG on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower IMG shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the LendersLender, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis;
(b) the Borrower IMG shall, as soon as practicable and in any event within 90 120 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders Lender including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, shall be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementfirm;
(c) IMG shall, as soon as practicable and in any event within 180 days after the Borrower end of each of its fiscal years, cause the consolidated annual financial statements of each Obligor other than IMG to be prepared and delivered to the Lender including, without limitation, balance sheet, statement of income and retained earnings and statement of changes in financial position for such fiscal year;
(d) IMG shall, concurrently with the delivery of its financial statements, provide the Lenders Lender with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(f) the Borrower IMG shall promptly provide each of the Lenders Lender with all other information reasonably requested by the Lenders Lender from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower IMG in preparing its financial statements for its fiscal year ended 31 December 31, 20142008, or components thereofthereof (including changes arising from anticipated adoption of certain international accounting standards in Canada), the Borrower IMG shall provide the Lenders Lender with all information that the Lenders Lender reasonably require requires (without restating financial information for past periods) for them to ensure that reports provided to the Lenders Lender after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the BorrowerIMG’s financial statements for its fiscal year ended 31 December 31, 2014 2008 unless and until the Borrower IMG and the Required Lenders Lender agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1a) During the term of this Agreement, the Borrower and Hudbay shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its Hudbay's interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysis;analysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(bii) the The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its Hudbay's annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of Hudbay, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;consistently applied.
(ciii) the The Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its Hudbay's financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));above.
(eiv) the Borrower Hudbay shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s Hudbay's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basisbasis the proven reserves, the probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members (including the Xxxxxxxxxx Mine) , details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;Hudbay Group Members.
(fv) the The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted PartiesHudbay Group Members. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower Hudbay in preparing its financial statements for its fiscal year ended December 31, 20142020, or components thereof, the Borrower Hudbay shall provide the Agent and the Lenders with all information that the Agent and the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Agent and the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreementthe Loan Documents, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s Hudbay's financial statements for its fiscal year ended December 31, 2014 2020 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Periodic Reports. The Obligors shall deliver to the Purchaser Agent the following financial statements, reports and certificates:
(1i) During as soon as available, but no later than forty-five (45) days after the term last day of this Agreementeach of the first three calendar quarters of each fiscal year, (A) a company prepared unaudited consolidated balance sheet of Parent and its Subsidiaries as of such quarter end and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock, redeemable common stock and stockholders’ equity (deficit) and cash flows for the three (3) month period then ended certified by the chief financial officer of Parent all prepared in accordance with GAAP, subject to normal year-end audit adjustments and the absence of disclosures normally made in footnotes; provided, however, that such financial statements shall not be subject to, and Parent’s Quarterly Report on Form 10-Q shall not contain, any qualification, emphasis of matter or statement as to “going concern”, (B) a statement, on a country-by-country and Included Product-by-Included Product basis, of the amount of gross sales and Net Sales of Included Products during the applicable calendar quarter (including details of the deductions from gross sales taken in accordance with the definition of Net Sales), the Borrower shall deliver or cause the delivery calculation of the reports listed below. All Applicable Percentage, the calculation of the amount of Revenue Interest Payment due on such sales for such calendar quarter, and the exchange rates used, if applicable and (C) a duly completed Compliance Certificate signed by the chief financial officer of Parent and the Company, together with projections, which have also been delivered to Parent’s independent certified public accountants, demonstrating the sufficiency of cash and Cash Equivalents for the 12 month period following the issuance date of such financial statements;
(ii) as soon as available, but no later than ninety (90) days after the last day of each calendar year, audited consolidated balance sheets of Parent as of such year end and the related consolidated statements of operations, comprehensive loss, redeemable convertible preferred stock, redeemable common stock and stockholders’ equity (deficit) and cash flows for the year then ended, prepared under GAAP, consistently applied, together with a report and opinion on the financial statements and on internal controls and procedures, if available, from PricewaterhouseCoopers LLP or other independent certified public accounting firm acceptable to the Purchaser Agent in its reasonable discretion (which report and opinion shall be prepared in accordance with GAAP and other reports shall not be subject to any qualification, emphasis of matter or statement as to “going concern” or scope of audit, except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Parent’s independent certified public accountants), together with a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted duly completed Compliance Certificate signed by the Borrower on chief financial officer of Parent and the xxx.xxxxx.xxx website or other website generally used in Canada Company, together with projections, which have also been delivered to Parent’s independent certified public accountants, demonstrating the sufficiency of cash and Cash Equivalents for public filings by reporting issuers.the 12 month period following the issuance date of such financial statements;
(aiii) the Borrower shall, as soon as practicable and in any event within 45 days of promptly following the end of each of its fiscal quarters (excluding the fourth calendar quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarterbut in any event, in each case includingcase, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis;
no later than forty-five (b45) the Borrower shall, as soon as practicable and in any event within 90 calendar days after the end of such calendar quarter, as applicable, a reasonably detailed quarterly report (the “Quarterly Report”) setting forth, with respect to such same period, (a) the Clinical Updates, the Regulatory Updates, the Commercial Updates, the Intellectual Property Updates, and any transactions with Affiliates, (b) updates to the Perfection Certificate to reflect any amendments, modifications and updates, if any, to the information in the Perfection Certificate since the Closing Date or the most recent update thereto (to the extent not covered in the Intellectual Property Update), (c) cash flow projections for the four quarter period following such fiscal quarter set forth in a quarter by quarter format, and (d) a financial “DashBoard” report which shall include unrestricted cash and Cash Equivalents, marketable securities, revenue for the reporting quarter, and year-to-date revenue (provided that the Obligors shall also provide Purchaser Agent with such additional information regarding the updates included in each such Quarterly Report as Purchaser Agent may reasonably request from time to time). The Obligors shall prepare and maintain and shall cause their respective Affiliates and use commercially reasonable efforts to require their respective Licensees to prepare and maintain reasonably complete and accurate records of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) information to be prepared disclosed in each Quarterly Report. In addition, the Obligors shall provide the Purchaser Agent with a written or telephonic update within ten (10) calendar days following (1) any significant development with respect to any prior (i) Clinical Update, (ii) the Regulatory Update, (iii) Commercial Update or (iv) Intellectual Property Update and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, (2) any serious adverse event in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagementClinical Trials;
(civ) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable practicable, and in any event not later than 90 sixty (60) days after the beginning commencement of each fiscal year of Parent, beginning with the fiscal year commencing January 1, 2024, an annual business plan and budget of Parent and its Subsidiaries for the then current fiscal yearsyear containing, cause to be prepared among other things, projections for each quarter of such fiscal year, all approved by the Board of Parent;
(v) no later than five (5) days after each regularly-scheduled quarterly meeting of the Board of Parent or any Subsidiary, the board kit and other materials delivered to the Lendersdirectors in connection with any such meeting; provided that, if the Obligors, upon the advice of counsel, reasonably determine that any such information constitutes attorney-client privileged information and the disclosure thereof would adversely impair the attorney-client privilege between the Obligors and such counsel with respect to such information, then the Obligors will permit the Purchaser Agent and the Purchasers to enter into a customary common interest agreement with respect to such information and, unless and until the Purchaser Agent and the Purchasers have entered into such agreement, the Borrower’s consolidated annual plan as presented Obligors shall be entitled to its board withhold delivery of, or redact, any such information (and only such information) from the Purchaser Agent and the Purchasers; provided that the Obligors shall disclose that the information is being withheld on the foregoing basis;
(vi) without limiting the generality of directorsthe above clause (v), promptly after any reasonable request by the Purchaser, copies of any detailed audit reports, management letters or recommendations submitted to the Board (or the audit committee of the Board) by independent accountants in connection with such additional the accounts or books of Parent or any Subsidiary, or any audit of any of them;
(vii) promptly after the furnishing thereof, copies of any material as is necessary statement or report furnished to provide forecasts any holder of revenuesdebt securities of Parent or any Subsidiary pursuant to the terms of any indenture, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reservesloan or credit or similar agreement;
(viii) promptly, and EBITDA on a consolidated basisin any event within five (5) Business Days after receipt thereof by Parent or any Subsidiary thereof, (A) copies of each notice or other correspondence received from the current life SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other material inquiry by such agency regarding financial or other operational results of mine plan Parent or any Subsidiary and (B) copies of any material written correspondence or any other material written communication from the FDA or any other regulatory body;
(ix) as soon as practicable upon the reasonable request of the Purchasers, copies of the most recent monthly statements for each producing mine deposit account, securities account and other bank account of the Borrower Parent and its Subsidiaries; and
(x) promptly upon request, details for each material exploration property and such other information as Purchaser Agent may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning reasonably request. Any documents required to be delivered pursuant to this Section 5.02(a) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the business, financial condition and Property of date on which (A) the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014Obligors posts such documents, or components thereofprovides a link thereto, on their website on the Borrower shall provide internet at their website address or (B) such documents are posted on the Lenders with all information that Obligors’ behalf on the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In additioninternet or an intranet website, if the changed policiesany, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower which Purchaser Agent and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesPurchasers have access.
Appears in 1 contract
Samples: Revenue Interest Purchase Agreement (Humacyte, Inc.)
Periodic Reports. (1) During the term of this Agreement, the Borrower Borrowers shall deliver or cause the delivery of the reports following reports. Notwithstanding the foregoing sentence, the filing by ATS of any required document in this Section 7.3.1 on SEDAR shall satisfy the delivery obligation in relation to such documents so filed, provided that (i) ATS is and continues to be listed on the Toronto Stock Exchange and (ii) certification as to such filing on SEDAR is contained in the Compliance Certificate delivered pursuant to clause (a) below. All financial statements and other reports shall be in a form reasonably satisfactory to the Lenders and all quarterly and annual financial statements shall be prepared in accordance with GAAP and other reports (provided that quarterly financial statements shall not be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered required to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuersfootnote disclosure and are subject to normal year-end adjustments).
(a) the Borrower Borrowers shall, as soon assoon as practicable and in any event concurrently with the delivery of the financial statements required to be delivered pursuant to clauses (b) and (c) below, cause a Compliance Certificate to be delivered to the Lenders;
(b) the Borrowers shall, as soon as practicable and in any event within 45 days of the end of each of its the first three fiscal quarters (excluding the fourth quarter)of ATS, cause to be prepared and delivered to the Lenders, its the interim unaudited consolidated consolidated, financial statements of ATS as at the end of such that quarter, in each case including, without limitation, including balance sheet, statement of income and retained earnings, statement of changes in financial position position, unaudited consolidation schedule with respect to such fiscal quarter and management’s management discussion and analysis;
(bc) the Borrower Borrowers shall, as soon as practicable and in any event within 90 days after the end of each of its the fiscal yearsyears of ATS, cause its the annual audited consolidated annual financial statements of ATS (and along with both the annual financial statements of other Restricted Parties where prepared separatelyEnterprises USA) and unaudited consolidation schedule with respect to such fiscal year to be prepared and delivered to the Lenders including, without limitation, including balance sheet, statement of income and retained earnings, statement of changes in financial position and, in respect of ATS only, management discussion and analysis for such fiscal year and management’s discussion and analysisyear, which shall, in the case of the Borrowerfinancial statements of ATS only, be audited by an internationally recognized accounting firm firm, and in the case of Enterprises USA shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificatemanagement unaudited;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower Borrowers shall, as soon as practicable and in any event not later than 90 days after the beginning April 30th of each of its fiscal yearsyear, cause to be prepared and delivered to the Lenders, Lenders an annual Business Plan for the Borrower’s consolidated annual plan as presented then current fiscal year;
(e) the Borrowers shall cause to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the LendersAgent promptly upon filing of same, the Borrower will deliver the updated life copies of mine plan all non-confidential filings, reports and other documents delivered to the Lenders promptly after it has been approved by the Borrower’s board of directors;any securities commission in paper or electronic form; and
(f) the Borrower Borrowers shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from Parties and/or the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesDiscontinued Entities.
Appears in 1 contract
Periodic Reports. (1a) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports reports, documents and information listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(ai) the The Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Agent and the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case includingprepared in accordance with IFRS (subject to year-end adjustments and excluding footnotes), without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity, statement statements of changes in financial position cash flow and management’s 's discussion and analysis;analysis for the period commencing with the end of the previous fiscal quarter and ending with the end of such fiscal quarter, together with figures for the year-to-date and setting forth in each case, in comparative form, the figures for the corresponding portion of the previous fiscal year.
(bii) the The Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its annual audited consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared in accordance with IFRS and delivered to the Agent and the Lenders including, without limitation, in each case consisting of a consolidated balance sheet, statement consolidated income statements, statements of income comprehensive income, statements of and retained earningschange in equity and statements of cash flow, statement in each case setting forth the corresponding figures for the previous fiscal year in comparative form, together with management's discussion and analysis, and the report thereon of an independent auditor of recognized national standing (without qualification) to the effect that the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Borrower, as of the end of such fiscal year and the consolidated results of the operations and changes in financial position cash flow for such fiscal year and management’s discussion and analysisin conformity with IFRS, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;consistently applied.
(ciii) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the The Borrower shall, concurrently with the delivery of its financial statements pursuant referred to Section 7.3(1)(bin Sections 8.3(a)(i) and 8.3(a)(ii), provide the Agent and the Lenders with with: (A) a current list Compliance Certificate and description (B) copies of all mining rights mine manager operating reports prepared in respect of each mine owned or operated by any Restricted Party for the Obligors which are required month ending the same period as the financial statements referred to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));above.
(eiv) the The Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Agent and the Lenders, the Borrower’s 's consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expendituresCapital Expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the proven reserves, probable reserves and current life of mine plan for each producing mine of the Borrower and its SubsidiariesHudbay Group Members (including the Xxxxxxxxxx Mine), details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Agent and the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;Hudbay Group Members.
(fv) the The Borrower shall promptly provide the Agent and each of the Lenders with all other information reasonably requested by the Agent or any of the Lenders from time to time concerning the business, financial condition condition, financial affairs and Property of any of the Restricted Parties. If there is any change Hudbay Group Members.
(vi) From and including December 1, 2025 until the date on which all 2026 Notes have been indefeasibly repaid in a subsequent period from the accounting policiesfull, practices and calculation methods used by the Borrower shall provide written notice to the Agent as promptly as practicable, and in preparing its financial statements for its fiscal year ended December 31any event within two Banking Days after becoming aware, 2014, if at any time:
(A) Liquidity is equal to or components thereofless than (x) US$150,000,000 plus (y) the principal amount of all outstanding 2026 Notes; and/or
(B) the Total Net Debt to EBITDA Ratio is greater than or equal to 2.50:1.
(vii) Within five Banking Days of delivering notice referred to in Section 8.3(a)(vi), the Borrower shall provide the Agent and the Lenders with all information that a detailed remediation plan specifying the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue steps to be made based on taken to cure the accounting policies, practices and calculation methods that were used matters set forth in preparing such notice (the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes"Financial Remediation Plan").
Appears in 1 contract
Periodic Reports. (1a) During The Company will furnish to Purchasers as soon as practicable, and in any event within 90 days after the term end of this Agreement, the Borrower shall deliver or cause the delivery each fiscal year of the reports listed belowCompany (commencing with the fiscal year ended December 31, 1996, an annual report of the Company, including a balance sheet as at the end of such fiscal year and statement of operations, stockholders' equity (deficit) and cash flows for such fiscal year, together with the related notes thereto, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, all of which will be correct and complete and will present fairly the financial position of the Company and the results of its operations and changes in its financial position as of the time and for the period then ended. All Such financial statements shall be accompanied by an unqualified report (other than qualifications contingent upon the Company's ability to obtain additional financing), in form and substance reasonably satisfactory to Purchasers, of independent public accountants reasonably satisfactory to Purchasers to the effect that such financial statements have been prepared in accordance with GAAP the books and other reports shall be records of the Company and generally accepted accounting principles applied on a basis consistent with prior years (except as otherwise specified in a form satisfactory such report), and present fairly the financial position of the Company and the results of its operations and changes in their financial position as of the time and for the period then ended. The Company will use its best efforts to conduct its business so that such report of the independent public accountants will not contain any qualifications as to the Lendersscope of the audit, acting reasonably. Any report shall be considered the continuance of the Company, or with respect to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website Company's compliance with generally used accepted accounting principles consistently applied, except for changes in Canada for public filings by reporting issuersmethods of accounting in which such accountants concur.
(ab) the Borrower shallThe Company will furnish to Purchasers, as soon as practicable and in any event within 45 days of after the end of each of its the first three fiscal quarters (excluding of the fourth quarter)Company during each fiscal year, cause to be prepared and delivered to a quarterly report of the Lenders, its interim Company consisting of an unaudited consolidated financial statements balance sheet as at the end of such quarterquarter and an unaudited statement of operations, stockholders' equity (deficit) and cash flows for such quarter and the portion of the fiscal year then ended, setting forth in each case includingin comparative form corresponding figures for the preceding fiscal year. All such reports shall be certified by the Chief Financial Officer or Vice President-- Finance of the Company to be correct and complete, without limitation, balance sheet, statement to present fairly the financial position of income the Company and retained earnings, statement the consolidated results of its operations and changes in its financial position as of the time and management’s discussion for the period then ended and analysis;to have been prepared in accordance with generally accepted accounting principles.
(bc) the Borrower shallThe Company shall furnish to Purchasers, as soon as practicable and in any event within 90 30 days after the end of each calendar month, an unaudited balance sheet of the Company as of the end of such month and the related unaudited statement of operations, stockholders' equity (deficit) and cash flows for such month and for the fiscal year to date, setting forth in each case comparative form the corresponding figures for the budget for the current fiscal year, or such other financial information as otherwise agreed to by the parties hereto. All such statements shall be certified by the Chief Financial Officer or Vice President--Finance of the Company to the effect that such statements fairly present the financial condition of the Company as of the dates shown and the results of its fiscal yearsoperations for the periods then ended and that such statements have been prepared in conformity with generally accepted accounting principles consistently applied except for normal, cause its consolidated annual financial statements (recurring, year-end audit adjustments and the annual financial statements absence of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;footnotes.
(d) the Borrower shall, concurrently Commencing with the delivery of its financial statements pursuant Company's fiscal year commencing January 1, 1997, the Company shall furnish to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shallPurchasers, as soon as practicable and in any event not less than 60 days prior to the end of each fiscal year of the Company, (i) an annual operating budget for the Company, for the succeeding fiscal year, containing projections of profit and loss, cash flow and ending balance sheets for each month of such fiscal year and (ii) a business plan for the Company as specified in Section 7.19. The Company shall furnish to Purchasers within five days after the date the Board of Directors has approved the annual operating budget and business plan referred to above, which shall be no later than 90 60 days after the beginning of each fiscal year, such operating budget and business plan as approved by the Board of its fiscal years, cause to be prepared and delivered to the LendersDirectors. Promptly upon preparation thereof, the Borrower’s consolidated Company shall furnish to Purchasers any other operating budgets or business plans that the Company may prepare and any revisions or modifications of such previously furnished budgets or business plans.
(e) The annual plan as presented statements and quarterly statements furnished pursuant to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, Sections 7.02(a) and EBITDA on (b) shall include a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested narrative discussion prepared by the Agent to provide Company describing the Lenders a proper understanding of the forecast business operations of the Borrower and its Subsidiaries; it is understood that Company during the Borrower generally updates the life of mine plans for its mines on period covered by such statements. The monthly statements furnished pursuant to Section 7.02(c) shall be accompanied by a 12 to 18 month cycle andstatement describing any material events, if any life of mine plan delivered with the consolidated annual plan has not been updated transactions or deviations from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved Company's Business Plan (as defined below) contemplated by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each Section 7.19 and containing an explanation of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition causes and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components circumstances thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Genta Incorporated /De/)
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the Borrower shall, as soon as practicable and in any event within 45 days of the end of each of its fiscal quarters (excluding the fourth quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated financial statements as at the end of such quarter, in each case including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position and management’s discussion and analysis;
(b) the Borrower shall, as soon as practicable and in any event within 90 days after the end of each of its fiscal years, cause its consolidated annual financial statements (and the annual financial statements of other Restricted Parties where prepared separately) to be prepared and delivered to the Lenders including, without limitation, balance sheet, statement of income and retained earnings, statement of changes in financial position for such fiscal year and management’s discussion and analysis, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;
(c) the Borrower shall, concurrently with the delivery of its financial statements, provide the Lenders with a Compliance Certificate;
(d) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights of the Obligors which are required to be subject to the Security pursuant to Section 3.2 (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(e) the Borrower shall, as soon as practicable and in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA on a consolidated basis, the current life of mine plan for each producing mine of the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably be requested by the Agent to provide the Lenders a proper understanding of the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered to the Lenders, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each of the Lenders with all other information reasonably requested by the Lenders from time to time concerning the business, financial condition and Property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 20142016, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 2016 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changes.
Appears in 1 contract
Samples: Credit Agreement (Iamgold Corp)
Periodic Reports. (1) During the term of this Agreement, the Borrower shall deliver or cause the delivery of the reports listed below. All financial statements shall be prepared in accordance with GAAP and other reports shall be in a form satisfactory to the Lenders, acting reasonably. Any report shall be considered to have been given when the Borrower notifies the Agent that it has been posted by the Borrower on the xxx.xxxxx.xxx website or other website generally used in Canada for public filings by reporting issuers.
(a) the The Borrower shall, as soon as practicable and in any event within 45 60 days of after the end of each of its fiscal quarters quarter (excluding including the fourth fiscal quarter if the Borrower issues financial statements to the public for that quarter), cause to be prepared and delivered to the Lenders, its interim unaudited consolidated and Consolidated financial statements of the Borrower as at the end of such quarter, in each case including, without limitation, fiscal quarter including a balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position and management’s discussion and analysis;cash flows.
(b) the The Borrower shall, as soon as practicable and in any event within 90 120 days after the end of each of its the Borrower’s fiscal yearsyear, cause its consolidated annual financial statements (and the Consolidated annual financial statements of other Restricted Parties where prepared separately) the Borrower to be prepared and delivered to the Lenders including, without limitation, including a balance sheet, statement of income and retained earnings, earnings and statement of changes in financial position cash flows for such fiscal year and management’s discussion and analysisyear, which shall, in the case of the Borrower, be audited by an internationally recognized accounting firm and shall otherwise be prepared by an internationally recognized accounting firm based on a review engagement;the
(c) the The Borrower shall, concurrently with the delivery of its quarterly financial statements, and its annual financial statements if it does not issue fourth quarter financial statements to the public, provide the Lenders with a Compliance Certificate;
. Notwithstanding Sections 6.3.1(a) and 6.3.1(b), if at the end of a relevant fiscal period, (di) the Borrower shall, concurrently with the delivery of its financial statements pursuant to Section 7.3(1)(b), provide the Lenders with a current list and description of all mining rights aggregate book value of the Obligors which are required to be subject to Excluded Assets did not constitute more than 10% of the Security pursuant to Section 3.2 consolidated book value of the assets of the Borrower, and (whether or not the Security over such mining claims is required to be perfected pursuant to Section 3.2(2));
(eii) the aggregate operating cash flow of the Excluded Assets did not constitute more than 10% of the consolidated operating cash flow of the Borrower shall, as soon as practicable and (in any event not later than 90 days after the beginning of each of its fiscal years, cause to be prepared and delivered to the Lenders, the Borrower’s consolidated annual plan as presented to its board of directors, with such additional material as is necessary to provide forecasts of revenues, expenses, production, operating costs, capital expenditures, exploration expenditures, financial covenant calculations, hedge positions, proven reserves, probable reserves, and EBITDA case calculated on a consolidated basis, including Excluded Assets, and otherwise based on the current life definition of mine plan for each producing mine of Operating Cash Flow), then the Borrower and its Subsidiaries, details for each material exploration property and such other information as may reasonably shall not be requested by the Agent required to provide the Lenders a proper understanding of Consolidated financial statements referred to in those Sections for the forecast operations of the Borrower and its Subsidiaries; it is understood that the Borrower generally updates the life of mine plans for its mines on a 12 to 18 month cycle and, if any life of mine plan delivered with the consolidated annual plan has not been updated from the life of mine plan previously delivered fiscal period in question. Subject to the Lendersforegoing, the Borrower will deliver the updated life of mine plan to the Lenders promptly after it has been approved by the Borrower’s board of directors;
(f) the Borrower shall promptly provide each of to the Lenders with Agent all other information reasonably requested by the Agent on behalf of the Lenders from time to time concerning the business, financial condition and Property property of the Restricted Parties. If there is any change in a subsequent period from the accounting policies, practices and calculation methods used by the Borrower in preparing its financial statements for its fiscal year ended December 31, 2014, or components thereof, the Borrower shall provide the Lenders with all information that the Lenders reasonably require (without restating financial information for past periods) for them to ensure that reports provided to the Lenders after any change are comparable to previous reports. In addition, if the changed policies, practices and methods would materially affect the results of calculations made for the purposes of this Agreement, those calculations shall continue to be made based on the accounting policies, practices and calculation methods that were used in preparing the Borrower’s financial statements for its fiscal year ended December 31, 2014 unless and until the Borrower and the Required Lenders agree on amendments to the calculations and/or covenant compliance levels to reflect the changesRestricted Subsidiaries.
Appears in 1 contract
