Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 4 contracts
Samples: Credit Agreement (XPO Logistics, Inc.), Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating, if applicable, financial information regarding Parent Borrower H&E Holdings and its consolidated Restricted Subsidiaries, certified by a Financial an Authorized Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form form, the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, respect of each of the Financial Covenants that are tested on a “Compliance Certificate”) showing quarterly basis as at the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, end of such Fiscal Quarter and (B) including the certification of a Financial an Authorized Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower H&E Holdings and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, if applicable, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, H&E Holdings and Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for mat Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 3 contracts
Samples: Loan Agreement (H&E Equipment Services, Inc.), Loan Agreement (H&E Equipment Services, Inc.), Loan Agreement (H&E Equipment Services, Inc.)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.107.12, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower (which certification may be included in the applicable Compliance Certificate) that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 3 contracts
Samples: Revolving Loan Credit Agreement (XPO, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, the following consolidated financial information regarding Parent statements for Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer the chief financial officer of Parent Borrower, including : (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnotes). Such financial information statements shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) signed by a Responsible Officer of Borrower (i) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis, (ii) showing the calculations of the Consolidated Fixed Charge Coverage Ratio and Consolidated Senior Leverage Ratio for the Credit Parties for the four-fiscal quarter period ending on the last day of the period covered by such financial covenant set forth statements, (iii) certifying whether a Dividend Suspension Period or Interest Deferral Period shall have occurred and be continuing, (iv) certifying as to the number of access lines operated by the Credit Parties as of the end of the prior Fiscal Quarter and (v) showing the calculations of Distributable Cash and Excess Cash, in Section 7.10each case, if applicable, for the prior Fiscal Quarter and (B) including the certification of a Financial Officer the chief financial officer of Parent Borrower that (i) such financial information statements present fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), footnotes) the financial position, position and results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and a comparison of performance for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter to the corresponding period in the prior year.
Appears in 3 contracts
Samples: Credit Agreement (Otelco Telecommunications LLC), Credit Agreement (Otelco Inc.), Credit Agreement (Brindlee Mountain Telephone Co)
Quarterly Financials. To Agent, as soon as available and in any event within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal Year, Quarter,
(a) the consolidated financial information regarding Parent Borrower and consolidating balance sheets of LVSI and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of LVSI and its Subsidiaries for that portion such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of such Fiscal Quarter), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the first three Fiscal Quarters of each previous Fiscal Year, a management discussion all in reasonable detail and analysis certified by the chief financial officer of LVSI, on behalf of LVSI, that includes a comparison they fairly present, in all material respects, the financial condition of performance LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for that the periods indicated, subject to changes resulting from audit and normal year-end adjustments;
(b) the consolidated balance sheets of LVSI and its Restricted Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of LVSI and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding period figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Restricted Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and
(c) a narrative report describing the operations of LVSI and its Subsidiaries in the prior year.form prepared for presentation to senior management for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter;
Appears in 3 contracts
Samples: Credit Agreement (Las Vegas Sands Corp), Credit Agreement (Las Vegas Sands Corp), Credit Agreement (Las Vegas Sands Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, the following consolidated financial information regarding Parent statements for Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer the chief financial officer of Parent Borrower, including : (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnotes). Such financial information statements shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") signed by a Responsible Officer of Borrower (i) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis, (ii) showing the calculations of the Consolidated Fixed Charge Coverage Ratio and Consolidated Senior Leverage Ratio for the Credit Parties for the four-fiscal quarter period ending on the last day of the period covered by such financial covenant set forth statements, (iii) certifying whether a Dividend Suspension Period or Interest Deferral Period shall have occurred and be continuing, (iv) certifying as to the number of access lines operated by the Credit Parties as of the end of the prior Fiscal Quarter and (v) showing the calculations of Distributable Cash and Excess Cash, in Section 7.10each case, if applicable, for the prior Fiscal Quarter and (B) including the certification of a Financial Officer the chief financial officer of Parent Borrower that (i) such financial information statements present fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), footnotes) the financial position, position and results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and a comparison of performance for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Otelco Inc.), Credit Agreement (Otelco Inc.)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) Within 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that commencing with the Fiscal Quarter ending September 30, 2012 (unless such Fiscal Quarter is the fourth Fiscal Quarter of a Fiscal Year, in which case commencing with the next Fiscal Quarter), the consolidated and consolidating balance sheets of (i) prior to the corresponding period consummation of a Qualified MLP IPO, the Borrower and its Subsidiaries (or, in the prior yearcase of the financial statements for the Fiscal Quarter ending September 30, 2012, Enviva Holdings LP and its domestic Subsidiaries) and (ii) on and after the consummation of a Qualified MLP IPO, the MLP and its subsidiaries and, if the MLP, directly or indirectly, owns Capital Stock in any Sisterco, the Borrower and its Subsidiaries, in each case, as at the end of such Fiscal Quarter (including, with respect to the consolidating balance sheets, any adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) (which may be in footnote form only) from the consolidated financial statements) and the related consolidated statements (and with respect to statements of income, consolidating) of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries, Enviva Holdings LP and its domestic Subsidiaries and/or the MLP and its subsidiaries, as applicable, for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Budget for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Enviva Partners, LP), Credit and Guaranty Agreement (Enviva Partners, LP)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a “Reporting Company”), a management discussion copy of BMCA’s Form 10-Q filed with the Securities and analysis that includes Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a comparison Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of performance BMCA and its Subsidiaries at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for that such quarter and the portion of the Fiscal Quarter to Year through end of such fiscal quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the prior previous Fiscal Year, in each case duly certified (subject to normal year-end audit adjustments) by a Responsible Financial Officer of BMCA as having been prepared in accordance with GAAP, together with (1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA has taken and proposes to take with respect thereto, and (2) a schedule to such certificate in form reasonably satisfactory to the Administrative Agent setting forth (x) the Leverage Ratio as of the last day of such fiscal quarter, (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 2 contracts
Samples: Bridge Loan Agreement (Building Materials Manufacturing Corp), Bridge Loan Agreement (BMCA Acquisition Sub Inc.)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a “Reporting Company”), a management discussion copy of BMCA’s Form 10-Q filed with the Securities and analysis that includes Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a comparison Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of performance BMCA and its Subsidiaries at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for that such quarter and the portion of the Fiscal Quarter to Year through end of such fiscal quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the prior previous Fiscal Year, in each case duly certified (subject to normal year-end audit adjustments) by a Responsible Financial Officer of BMCA as having been prepared in accordance with GAAP, together with (1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA has taken and proposes to take with respect thereto, and (2) a schedule to such certificate in form reasonably satisfactory to the Administrative Agent setting forth (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by BMCA in determining compliance with the covenant contained in Section 5.04, when applicable, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Building Materials Manufacturing Corp), Revolving Credit Agreement (BMCA Acquisition Sub Inc.)
Quarterly Financials. To AgentCo-Agents and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries and Holdings and its Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of cash flows (solely with respect to Holdings and its Subsidiaries) and income for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows (solely with respect to Holdings and its Subsidiaries) and income for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and consolidation adjustments made by Borrower in accordance with past practices). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant covenants set forth in Annex G that is tested on a quarterly basis (regardless of whether such covenants are being tested in accordance with the terms of Section 7.10, if applicable6.10), and (B) including a statement prepared in reasonable detail from the certification of a Chief Financial Officer or Treasurer of Parent Borrower that (i1) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), consolidation adjustments made by Borrower in accordance with past practices) the financial position, position and results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then endedending as of the end of such Fiscal Quarter, and (ii2) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets As soon as of the close of such Fiscal Quarter available and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, any event within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, commencing with the fiscal quarter ending June 30, 2006, a management discussion Consolidated balance sheet of the Borrower and analysis that includes its Subsidiaries as of the end of such quarter and a comparison Consolidated statement of performance income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for that the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Quarter to Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the prior absence of footnotes) by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP.
(ii) As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, commencing with the fiscal quarter ending June 30, 2006, a copy of the consolidating statement of income of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP.
Appears in 2 contracts
Samples: Term Loan Agreement (Open Solutions Inc), Credit Agreement (Open Solutions Inc)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 60 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion Consolidated balance sheet of (i) the U.S. Borrower and analysis that includes a comparison its Subsidiaries and (ii) if the U.S. Borrower has any Unrestricted Subsidiaries, the U.S. Borrower and its Restricted Subsidiaries, in each case as of performance for that the end of such Fiscal Quarter to and the related Consolidated statements of income and cash flow for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter and for the period commencing at the end of the previous Fiscal Year and ending with the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of such Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that such Borrower has taken and proposes to take with respect thereto, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the U.S. Borrower in determining compliance with the covenants contained in Sections 5.02(j) and 5.04, PROVIDED that in the prior yearevent of any change in GAAP used in the preparation of such financial statements, the U.S. Borrower shall also provide, if necessary for the determination of compliance with Sections 5.02(j) and 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) if there is any change in the Pro Forma EBITDA Adjustment from the amount set forth in any certificate previously delivered to the Administrative Agent pursuant to Section 5.03(g), setting forth the recalculated amount of such Pro Forma EBITDA Adjustment and, in reasonable detail satisfactory to the Administrative Agent, the calculations and basis thereof.
Appears in 2 contracts
Samples: Credit Agreement (Accuride Corp), Credit Agreement (Accuride Corp)
Quarterly Financials. To Agent, as soon as available and in any event within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal Year, Quarter,
(a) the consolidated financial information regarding Parent Borrower and consolidating balance sheets of LVSI and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, Subsidiaries as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of LVSI and its Subsidiaries for that portion such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of such Fiscal Quarter), setting forth in each case in comparative form the corresponding figures for the corresponding periods of the first three Fiscal Quarters of each previous Fiscal Year, a management discussion all in reasonable detail and analysis certified by the chief financial officer of LVSI, on behalf of LVSI, that includes a comparison they fairly present, in all material respects, the financial condition of performance LVSI and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for that the periods indicated, subject to changes resulting from audit and normal year-end adjustments;
(b) the consolidated balance sheets of LVSI and its Restricted Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of LVSI and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of LVSI, that they fairly present, in all material respects, the financial condition of LVSI and its Restricted Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments; and
(c) the consolidated and consolidating balance sheets of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary as at the end of such Fiscal Quarter and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter), setting forth in each case in comparative form the prior corresponding figures for the corresponding periods of the previous Fiscal Year (if applicable), all in reasonable detail and certified by the chief financial officer of LVSI, on behalf of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary that they fairly present, in all material respects, the financial condition of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.
Appears in 2 contracts
Samples: Construction Loan Agreement (Las Vegas Sands Inc), Construction Loan Agreement (Las Vegas Sands Corp)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries (excluding all Telmark Entities, Agway Insurance Company and all of their respective Subsidiaries), certified by a the Chief Financial Officer or the Treasurer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, respect of each of the Financial Covenants that is tested on a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, quarterly basis and (B) including the certification of a the Chief Financial Officer or the Treasurer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries (excluding all Telmark Entities, Agway Insurance Company and all of their respective Subsidiaries), on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Agway Inc), Credit Agreement (Agway Inc)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, a management discussion (i) Consolidated and analysis that includes a comparison consolidating balance sheets of performance the Parent and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and Consolidated statements of cash flows of the Parent and its Subsidiaries for that such Fiscal Quarter and for the year-to-date period then ended, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified, in the case of such consolidated financial statements (subject to normal year-end audit adjustments), by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP (except for the omission of footnotes) and (ii) Consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements of income of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, together with a certificate of the Chief Financial Officer of the Borrower stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the corresponding period nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and if Section 5.04 is in effect as of the prior yeardate of such financial statements, a schedule of the computations used by the Borrower in determining, as of the end of such quarter, compliance with the covenant contained in Section 5.04.
Appears in 2 contracts
Samples: Credit Agreement (Ntelos Holdings Corp), Credit Agreement (Ntelos Holdings Corp)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Holdings, Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail in the form of Exhibit E-1 (each, a “"Compliance Certificate”") showing in respect of the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, Fixed Charge Coverage Ratio Financial Covenant that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Holdings, Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Roller Bearing Co of America Inc), Credit Agreement (Roller Bearing Co of America Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating (except with respect to cash flow statements) financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of notes thereto). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), notes thereto) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating (except with respect to cash flow statements) basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Caraustar Industries Inc), Credit Agreement (Caraustar Industries Inc)
Quarterly Financials. To Agent and each Lender, if requested by Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and, if applicable and if requested by Agent, consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the operating plan (as defined in Annex E, subsection (c)) for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and the Loan to Contributed Capital Ratio and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated and, if applicable and if requested by Agent, consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Reading International Inc), Credit Agreement (Reading International Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) ” showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Blockbuster Inc)
Quarterly Financials. To Agentthe Administrative Agent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding (with respect to Parent Borrower and its consolidated Restricted Subsidiaries) and consolidating financial information, certified by a Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and (consolidated) cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of year. All such Fiscal Quarter, all consolidated Financial Statements shall be prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) during any Financial Covenant Compliance Period, a statement substantially in reasonable detail the form of Exhibit C (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the a certification of a Financial Officer of Parent Borrower that Representative (i) that such financial information presents fairly presents(in the case of the consolidated Financial Statements with respect to Parent and its Subsidiaries, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosureadjustments), ) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated (with respect to Parent and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) setting forth the Unrestricted Cash Amount and Liquidity Amount as of the end of such Fiscal Quarter, (iii) that no Financial Covenant Compliance Period commenced during such Fiscal Quarter or, if a Financial Covenant Compliance Period commenced during such Fiscal Quarter, describing the date and cause of such commencement, (iv) any other information presented is true, correct and complete in all material respects and (v) that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Sothebys), Credit Agreement (Sothebys)
Quarterly Financials. To AgentBeginning with the first full Fiscal Quarter following delivery to Agent of the Financial Statements referenced in Section 5.12, to Agent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter; (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments); and (iii) a summary of the outstanding balance of all Intercompany Notes as of the last day of that Fiscal Quarter. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) Certificate showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three such Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Penn Traffic Co), Credit Agreement (Penn Traffic Co)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower Visteon and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Business Plan for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower Representative that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exceptionexception (it being understood that any financial covenants or tests under this Agreement shall be calculated without giving effect to any such non-compliance with GAAP), and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower Visteon and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (Visteon Corp), Revolving Loan Credit Agreement (Visteon Corp)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a “Reporting Company”), a management discussion copy of BMCA’s Form 10Q filed with the Securities and analysis that includes Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a comparison Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of performance BMCA and its Subsidiaries at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for that such quarter and the portion of the Fiscal Quarter to Year through end of such fiscal quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the prior previous Fiscal Year, in each case duly certified (subject to normal year-end audit adjustments) by a Responsible Financial Officer of BMCA as having been prepared in accordance with GAAP, together with (1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA has taken and proposes to take with respect thereto, and (2) a schedule to such certificate in form reasonably satisfactory to the Administrative Agent setting forth (x) the Leverage Ratio as of the last day of such fiscal quarter, (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 2 contracts
Samples: Term Loan Agreement (Building Materials Manufacturing Corp), Term Loan Agreement (BMCA Acquisition Sub Inc.)
Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated and consolidating financial information regarding Parent the Borrower and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent Borrowerthe Borrower Agent, including consisting of (i) unaudited consolidated balance sheets sheet as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (ii) unaudited consolidating balance sheet of Frontier Airlines, Inc. and Lynx Aviation, Inc., as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, and (iii) unaudited consolidated statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all (except for Projections) prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on the last day of the applicable Fiscal Quarter and (B) including the certification of a the Chief Financial Officer of Parent the Borrower Agent that (i) such financial information (except for Projections) presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent such Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, or a consolidating basis (as applicable) as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information (except for Projections) presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis for Borrower and its Subsidiaries on a consolidated basis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Frontier Airlines Holdings, Inc.), Secured Debtor in Possession Credit Agreement (Republic Airways Holdings Inc)
Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal YearQuarters, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent BorrowerOfficer, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow quarterly figures, if any, contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) Certificate showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a Financial Officer of Parent Borrower that (i1) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, (2) any other information presented is true, correct and (ii) complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Kmart Holding Corp), Credit Agreement (Kmart Holding Corp)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiariesthe Credit Parties, certified by a Financial Officer the Treasurer and Vice President, Finance, of Parent BorrowerInnovations, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, respect of each of the Financial Covenants that is tested on a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, quarterly basis and (B) including the certification of a Financial Officer the Treasurer and Vice President, Finance, of Parent Borrower Innovations that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiariesthe Credit Parties, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Innovations shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Credit Agreement (Inverness Medical Innovations Inc), Credit Agreement (Inverness Medical Innovations Inc)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year (commencing with the fiscal quarter ended March 31, 2020), Consolidated and consolidating balance sheets of the Parent and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated and consolidating statements of income and a Consolidated and consolidating statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Executive Officer, Chief Financial Officer or Treasurer (or other Responsible Officer performing similar functions) of the Parent as having been prepared in accordance with GAAP, together with (i) a management discussion certificate of such officer stating that no Default has occurred and analysis that includes is continuing or, if a comparison of performance for that Fiscal Quarter Default has occurred and is continuing, a statement as to the corresponding period nature thereof and the action that the Parent has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent in determining compliance with the covenants contained in Section 5.04, provided that in the prior yearevent of any change in GAAP used in the preparation of such financial statements, the Parent shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 2 contracts
Samples: Credit Agreement (Summit Hotel Properties, Inc.), Credit Agreement (Summit Hotel Properties, Inc.)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower (which certification may be included in the applicable Compliance Certificate) that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of each Fiscal Quarter (including the first three last Fiscal Quarters Quarter of each Fiscal Year), consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including consolidated (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments and year-end audit adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing (x) reasonably detailed calculation of Reference Availability for such Fiscal Quarter), (y) the calculations of each Financial Covenant (regardless of whether compliance with any such Financial Covenant is tested for such Fiscal Quarter) and (z) if then applicable, the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), year-end audit adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of Fiscal Quarter, the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period as provided in the prior yearForm 10-Q for such Fiscal Quarter.
Appears in 2 contracts
Samples: Credit Agreement (Insteel Industries Inc), Credit Agreement (Insteel Industries Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter; and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments, and without footnotes or disclosures required by GAAP). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) Certificate showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicableeach Financial Covenant, and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, position and results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated and consolidating basis, in each case as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, ended and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Black Warrior Wireline Corp), Credit Agreement (Black Warrior Wireline Corp)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower As soon as available and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) any event not later than 45 days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of the Borrower and its consolidated Subsidiaries (or, if the Borrower is a reporting company under the Securities Exchange Act of 1934, not later than the date that is 10 days after the date required by the Securities and Exchange Commission for the delivery of quarterly financial statements (without giving effect to any extensions granted therefor)), (i) the unaudited balance sheet and the statements of income, cash flows, and retained earnings of each such Person for the period commencing at the end of the previous year and ending with the end of such fiscal quarter, all in reasonable detail and duly certified with respect to such consolidated statements (subject to year-end audit adjustments) by a Responsible Officer of the Borrower as having been prepared in accordance with GAAP; (ii) a Compliance Certificate executed by the Responsible Officer of the Borrower; and (iii) an aging schedule of all receivables and payables of Borrower and its Subsidiaries on a consolidated and consolidating basis in summary form, certified by an authorized officer of Borrower, which reflects aging, on an aggregate basis, of receivables which are current or 30, 60, or 90 days past due from the date of invoice with respect thereto and aging, on an aggregate basis, of payables which are current or 30, 60, or 90 days past due. Additionally, as soon as available and in any event not later than 45 days after the end of the second and fourth fiscal quarters of each fiscal year of the Borrower and its Subsidiaries, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter capital budget in form reasonably satisfactory to the corresponding Administrative Agent for the four-quarter period beginning with the fiscal quarter in which such budget is required to be delivered; provided that the prior yearBorrower shall also deliver such a budget within 45 days after the first fiscal quarter of 2004 for the Borrower and its Subsidiaries.
Appears in 2 contracts
Samples: Credit Agreement (Mariner Energy Resources, Inc.), Credit Agreement (Mariner Energy Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerHoldings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers such financial information shall deliver to Agent be accompanied by the information and Lenders, within forty-five reports required by clause (45a) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.Annex F.
Appears in 2 contracts
Samples: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
Quarterly Financials. To Agent, within forty-five (45) days after In the end case of the first three Fiscal Quarters Bowater Entities and the Abitibi Entities, each on a combined basis, and in the case of each Fiscal Year, consolidated financial information regarding the Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at in each case commencing with the end of such Fiscal Quarter ending June 30, 2009, as soon as available and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, in any event within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, a management discussion balance sheets of the Bowater Entities, the Abitibi Entities and analysis that includes a comparison the Parent and its GAAP Subsidiaries as of performance the end of such quarter, and statements of income and cash flows of the Bowater Entities, the Abitibi Entities and the Parent and its GAAP Subsidiaries for that the period commencing at the end of the previous quarter and ending with the end of such quarter, and statements of income and cash flows of the Bowater Entities, Abitibi Entities and Parent and its GAAP Subsidiaries for the period commencing at the end of the previous Fiscal Quarter to Year and ending with the end of such quarter, setting forth, in each case in comparative form the corresponding figures for the corresponding period of the immediately preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and subject to any adjustments that might be required as a result of goodwill impairment testing) by a Responsible Officer of the prior yearParent as having been prepared in accordance with GAAP, together with a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto.
Appears in 2 contracts
Samples: Senior Secured Superpriority Debtor in Possession Credit Agreement (AbitibiBowater Inc.), Credit Agreement (AbitibiBowater Inc.)
Quarterly Financials. To AgentAdministrative Agent and Fronting Lender, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerParent, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “" Compliance Certificate”Certificate ") showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicableeach Financial Covenant that is tested on a quarterly basis, and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Parent shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Fibermark Inc)
Quarterly Financials. To Agentthe Agents and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Resources and its consolidated Restricted Subsidiaries, certified by a Financial Officer the chief financial officer of Parent BorrowerResources, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a Financial Officer the chief financial officer of Parent Borrower Resources that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Resources and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, the Borrowers shall deliver to Agent the Agents and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearyear and a statement regarding liquidity, commitments and contingencies.
Appears in 1 contract
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower As soon as available and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) any event not later than 45 days after the end of each Fiscal Quarter of the first three Parent (except when such Fiscal Quarters Quarter ends on the same day as the end of each a Fiscal Year of Parent), the unaudited Consolidated balance sheets of the Parent and its Subsidiaries as of the end of such quarter and the related unaudited statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such Fiscal Quarter and the period commencing at the end of the previous year and ending with the end of such Fiscal Quarter, and the corresponding figures as at the end of, and for, the corresponding periods in the preceding Fiscal Year, all duly certified with respect to such statements (subject to year-end audit adjustments) by a management discussion Responsible Officer of the Parent as having been prepared in accordance with GAAP, together with (i) a Compliance Certificate duly executed by a Responsible Officer of the Parent, (ii) a completed Borrowing Base Certificate duly executed by a Responsible Officer of the Parent setting forth the components of the Borrowing Base as of the last day of the immediately preceding Fiscal Quarter, and analysis that includes (iii) a comparison of performance for that Fiscal Quarter certificate in form similar to the corresponding period in Borrowing Base Certificate duly executed by a Responsible Officer of the prior yearParent setting forth for those Hotel Properties owned or leased by the Parent or any of its Subsidiaries except for the Eligible Properties the Adjusted NOI for the Rolling Period just ended and Investment Amount, separately totaled for those Hotel Properties which are unencumbered, those Hotel Properties which secure Secured Recourse Indebtedness and those Hotel Properties which secure Secured Non-Recourse Indebtedness.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (Lasalle Hotel Properties)
Quarterly Financials. To Agent, as soon as available and in any event within forty-five (45) 50 days after the end of the first three Fiscal Quarters fiscal quarters of each Fiscal Year, (a) the consolidated financial information regarding Parent Borrower and Consolidating balance sheets of Company and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets Subsidiaries as of at the close end of such Fiscal Quarter fiscal quarter and (ii) unaudited the related consolidated and Consolidating statements of income and cash flows of Company and its Subsidiaries for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter and for the fiscal quarter then ended (with respect to statements of income only), a breakdown by major business line of sales, Consolidated Capital Expenditures and Consolidated EBITDA figures for such Fiscal Quarterperiod, setting forth in each case setting forth in comparative form the corresponding figures for the corresponding period in periods of the prior year previous Fiscal Year and the related statements of income and cash flow corresponding figures from the consolidated plan for that portion of the current Fiscal Year ending as of the close of such Fiscal Quarterdelivered pursuant to subsection 6.1(xii) for consolidated sales, Consolidated EBITDA and Consolidated Capital Expenditures, all prepared in accordance with GAAP (reasonable detail and certified by the chief financial officer or chief accounting officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to absence of footnotes changes resulting from audit and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (Bb) including a narrative report setting forth "Management's Discussion and Analysis of Financial Conditions and Results of Operations" for the certification fiscal quarter then ended and for the period from the beginning of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject then current Fiscal Year to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.fiscal quarter;
Appears in 1 contract
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 50 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal YearYear (i) so long as BMCA is a reporting company under the Securities Act of 1934, as amended (a "Reporting Company"), a management discussion copy of BMCA's Form 10-Q filed with the Securities and analysis that includes Exchange Commission for each such fiscal quarter and (ii) if BMCA is not a comparison Reporting Company at such time, then BMCA shall provide to the Administrative Agent the unaudited Consolidated balance sheet of performance BMCA and its Subsidiaries at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for that such quarter and the portion of the Fiscal Quarter to Year through end of such fiscal quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the prior previous Fiscal Year, in each case duly certified (subject to normal year-end audit adjustments) by a Responsible Financial Officer of BMCA as having been prepared in accordance with GAAP, together with (1) a certificate of said officer stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the nature thereof and the action that BMCA has taken and proposes to take with respect thereto, and (2) a schedule to such certificate in form reasonably satisfactory to the Administrative Agent setting forth (x) the Leverage Ratio as of the last day of such fiscal quarter, (y) the Interest Coverage Ratio for the four fiscal quarters of BMCA ending on the last day of such fiscal quarter, and (z) the computations used by BMCA in determining compliance with the covenants contained in Section 5.04; provided, however, that in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, BMCA shall also provide, if necessary for the determination of any of (x), (y) or (z) above, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 1 contract
Samples: Junior Lien Term Loan Agreement (Building Materials Manufacturing Corp)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower the Credit Parties, the Restricted Credit Parties and its consolidated Restricted the Excluded Subsidiaries, certified by a Financial Officer the Treasurer or Vice President, Finance, of Parent BorrowerInnovations (on behalf of Innovations and not in such Person’s individual capacity), including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case in the case of financial information regarding the Credit Parties, setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, respect of each of the Financial Covenants that is tested on a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, quarterly basis and (B) including the certification of a the Chief Financial Officer Officer, Treasurer or Vice President, Finance, of Parent Borrower Innovations (on behalf of Innovations and not in such Person’s individual capacity) that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiariesthe Credit Parties, on both a consolidated basisand consolidating basis (in the case of consolidating Financial Statements, subject to intercompany eliminations and other consolidating adjustments), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Innovations shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, (i) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year, and (ii) a schedule of tangible assets, Accounts and accounts payable for Innovations and each of its Subsidiaries and for the US Credit Parties, the Excluded US Subsidiaries, the European Credit Parties, the Excluded European Subsidiaries, and the Restricted Credit Parties.
Appears in 1 contract
Samples: Credit Agreement (Inverness Medical Innovations Inc)
Quarterly Financials. To Agent, within fortyAt such time as Navistar first files with the SEC its annual reports on Form 10-five (45) days after the end K and each of its quarterly reports on Form 10-Q then required to be filed under Section 13 of the first three Fiscal Quarters Exchange Act, promptly upon the filing by Navistar with the SEC of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such their report on Form 10-Q for any Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, thereafter within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year commencing with the first Fiscal Quarter completed thereafter deliver to the Administrative Agents, (A) a Consolidated balance sheet of Navistar and its subsidiaries as of the end of such quarter, (B) a Consolidated statement of income and a Consolidated statement of cash flows of Navistar and its subsidiaries for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such quarter, and (C) a Consolidated statement of income and a Consolidated statement of cash flows of Navistar and its subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, all prepared in accordance with Rule 3-10 of Regulation S-X, consistent with the Navistar’s past practice (unless otherwise required to conform with the results of the audit or changes in GAAP), on the basis of management’s good faith calculations and fairly presenting in all material respects, subject to year end audit adjustments and the absence of footnotes, the Consolidated financial condition of Navistar and its subsidiaries as at such date and the Consolidated results of operations of Navistar and its subsidiaries for the periods ended on such date, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments and the absence of footnotes) by a management discussion and analysis that includes a comparison Financial Officer of performance Navistar as having been prepared in accordance with GAAP, together with, in the case of financial statements for that any Fiscal Quarter ended on or after the Closing Date, a certificate by a Financial Officer of the Administrative Borrower stating that no Event of Default has occurred and is continuing or, if an Event of Default has occurred and is continuing, a statement as to the corresponding period nature thereof and the action that the Borrowers have taken and proposes to take with respect thereto, provided, that such certificate shall also include (x) a specific certification that no Borrower is engaged in the prior year.business of leasing trucks, and (y) if any Borrower obtains knowledge that the component of such Borrower’s business which constitutes the “business of leasing” exceeds 5% of such Borrower’s aggregate revenues for such quarterly period, notice of such event, provided, however that, in the event of any change in generally accepted accounting principles used in the preparation of such financial statements, the Borrowers shall also provide a reconciliation of such financial statements to GAAP;
Appears in 1 contract
Quarterly Financials. To Agent, within Within (i) forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year and (ii) ninety (90) days after the end of the fourth and final Fiscal Quarter of each Fiscal Year, consolidated (and as to each Loan Party only, consolidating) financial information regarding Parent Borrower ASHS and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerASHS, including (i) unaudited consolidated (and as to each Loan Party only, consolidating) balance sheets as of the close of such Fiscal Quarter and the related consolidated (and as to each Loan Party only, consolidating) statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited consolidated (and as to each Loan Party only, consolidating) statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnote disclosures). Such financial information shall be accompanied by (A) a statement in reasonable detail detail, in the form of Exhibit B attached to this Agreement (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants and (B) including the certification of a the Chief Financial Officer of Parent Borrower ASHS that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), disclosures) the financial position, results of operations and statements of cash flows of Parent Borrower ASHS and its consolidated Restricted Subsidiaries, on both a consolidated (and as to each Loan Party only, consolidating) basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (American Shared Hospital Services)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) ” showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Amedisys Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five fifty (4550) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarters, consolidated combined and combining financial information regarding Parent Borrower Borrowers, the other Credit Parties and its consolidated Restricted their respective Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) Certificate showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers, the other Credit Parties and its consolidated Restricted their respective Subsidiaries, on both a consolidated combined and combining basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five fifty (4550) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to the absence of footnotes notes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) ” showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Rowe Companies)
Quarterly Financials. To AgentLender, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, either the Form 10Q that Asta Funding filed for that Fiscal Quarter with the Securities and Exchange Commission or, in the event Asta Funding has not filed its Form 10Q on a timely basis (without taking into consideration any extensions granted for the filing of such Form 10Q), the following (hereinafter referred to as the “Alternative Financial Information”) consolidated financial information regarding Parent Borrower and Asta Funding, its consolidated Restricted Subsidiaries, certified by and Borrowers (in each case, together with consolidating worksheets in the event a Financial Officer Non-Credit Party Affiliate has Indebtedness or owns assets of Parent Borrowerany material nature), including (iA) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, and (iiB) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments)) on a review basis by an independent certified public accounting firm of national standing or otherwise reasonably acceptable to Lender. In any event, Borrowers shall deliver to Lender and Lender a copy of any and all Form 10Q that Asta Funding files with the Securities and Exchange Commission within 15 days after making any such filing. Such financial information Form 10Q or Alternative Financial Information, as the case may be, shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with a Compliance Certificate in respect of each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer or other senior officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Asta Funding, Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basisbasis (together with consolidating worksheets in the event a Non-Credit Party Affiliate has Indebtedness or owns assets of any material nature), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing in existence as of such time or, if a Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default Default, which is not reasonably capable of being cured, or Event of Default. In addition, Asta Funding and Borrowers shall deliver to Agent and LendersLender, within forty-five (45) 45 days after the end of each Fiscal Quarter, a statement of the first three intercompany loan balance of all Intercompany Notes as of the end of such Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearQuarter.
Appears in 1 contract
Samples: Loan Agreement (Asta Funding Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding (with respect to Parent Borrower and its consolidated Restricted Subsidiaries) and consolidating financial information, certified by a Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and (consolidated) cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of year. All such Fiscal Quarter, all consolidated Financial Statements shall be prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) during any Financial Covenant Compliance Period, a statement substantially in reasonable detail the form of Exhibit C (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the thea certification of a Financial Officer of Parent Borrower Representative (i) that (i) such financial information presents fairly presents(in the case of the consolidated Financial Statements with respect to Parent and its Subsidiaries, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosureadjustments), ) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated (with respect to Parent and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, ended and (ii, (ii) setting forth the Unrestricted Cash Amount and Liquidity Amount as of the end of such Fiscal Quarter, (iii) that no Financial Covenant Compliance Period commenced during such Fiscal Quarter or, if a Financial Covenant Compliance Period commenced during such Fiscal Quarter, describing the date and cause of such commencement, (iv) any other information presented is true, correct and complete in all material respects and (v) that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Sothebys)
Quarterly Financials. To AgentAgent and Lenders, within forty-five sixty (4560) days after the end of each Fiscal Quarter (other than each Fiscal Quarter that is also the first three last Fiscal Quarters Quarter of each a Fiscal Year, which shall be delivered together with the annual audited financial statements delivered for such Fiscal Year pursuant to subsection (d) below), consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments), and (c) a copy of Borrower's Form 10-Q with respect to such Fiscal Quarter filed with the Securities and Exchange Commission. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance with each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex G which is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that which includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.; provided that the Borrowers Forms 10-Q and 10-K filed with the Securities and Exchange Commission shall satisfy this requirement;
Appears in 1 contract
Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, consolidated and consolidating financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a Financial Responsible Officer of Parent BorrowerHoldings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance the Consolidated Leverage Ratio, Consolidated Interest Coverage Ratio and Consolidated Fixed Charge Coverage Ratio for the four consecutive Fiscal Quarters then ended (regardless of whether Financial Covenants are applicable with the financial covenant set forth in Section 7.10, if applicable, respect to such calculations during such period) and (B) including the certification of a Financial Responsible Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, Subsidiaries on a consolidated basis, and consolidating basis as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Holdings shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Revolving Loan Agreement (Wheeling Pittsburgh Corp /De/)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower Company and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent BorrowerCompany, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower Company that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower Company and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Company shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Senior Unsecured Bridge Term Loan Credit Agreement (XPO Logistics, Inc.)
Quarterly Financials. To Agent, within Within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent U.S. Borrower, including (i) unaudited consolidated balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter; (ii) statements of income by region for such Fiscal Quarter; (iii) select cash flow items by region agreed to by Agent (including capital expenditures, cash taxes, depreciation and amortization and cash paid for interest); and (iv) management's cash flow report by region as agreed to by Agent, all of which in each case (other than in the case of management's cash flow report), shall set forth in comparative form the figures for the corresponding period contained in the budget for such Fiscal Year and which, in the case of financial information delivered pursuant to clause (i) above shall be prepared in accordance with GAAP (subject to except for the absence of footnotes and normal year-end audit adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail in the form of Exhibit E (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent U.S. Borrower that (i) such financial information fairly presents, presents in all material respects fairly in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and regional basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of the end of such time Fiscal Quarter or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, (i) a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearyear and (ii) a summary of the outstanding balance of all Intercompany Notes and Foreign Credit Lines, in each case as of the last day of such Fiscal Quarter.
Appears in 1 contract
Samples: Credit Agreement (Samsonite Corp/Fl)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, the following consolidated financial information regarding Parent statements for Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer the chief financial officer of Parent Borrower, including : (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnotes). Such financial information statements shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) signed by a Responsible Officer of Borrower (i) showing the calculations used in determining compliance with each of the Financial Covenants that is tested on a quarterly basis, (ii) showing the calculations of the Consolidated Fixed Charge Coverage Ratio and Consolidated Total Leverage Ratio for the Credit Parties for the four-fiscal quarter period ending on the last day of the period covered by such financial covenant set forth statements, (iii) certifying as to the number of access lines operated by the Credit Parties as of the end of the prior Fiscal Quarter and (iv) showing the calculations of Excess Cash, in Section 7.10each case, if applicable, for the prior Fiscal Quarter and (B) including the certification of a Financial Officer the chief financial officer of Parent Borrower that (i) such financial information statements present fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), footnotes) the financial position, position and results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and a comparison of performance for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Otelco Inc.)
Quarterly Financials. To AgentAgent and Lenders, within forty-five sixty (4560) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments), and (c) a copy of Borrower's Form 10-Q with respect to such Fiscal Quarter filed with the Securities and Exchange Commission. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance with each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex G which is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that which includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.; provided that the Borrowers Forms 10-Q and 10-K filed with the Securities and Exchange Commission shall satisfy this requirement;
Appears in 1 contract
Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, consolidated and, if available, consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, Co-Borrowers certified by a the Chief Financial Officer of Parent BorrowerCo-Borrowers, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex C which is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Co-Borrowers that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted SubsidiariesCo-Borrowers, on both a consolidated and, if available, consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Co-Borrowers shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that which includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.;
Appears in 1 contract
Quarterly Financials. To Agent, as soon as available and in any event within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form (a) the figures for the corresponding period in the prior year and the related statements consolidated balance sheet of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower Company and its consolidated Restricted Subsidiaries, on a consolidated basis, Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for that portion such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and, if available, the corresponding figures from the Financial Plan for the current Fiscal Year, (b) sales, gross profit, operating income and EBITDA figures on a business unit basis for such Fiscal Quarter and for the period from the beginning of the then endedcurrent Fiscal Year to the end of such Fiscal Quarter and prepared on a basis consistent with the financial statements delivered pursuant to subsection 4.1O, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iic) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, narrative report describing the nature thereof operations of Company and all efforts undertaken its Subsidiaries in the form prepared for presentation to cure senior management for such Default or Event Fiscal Quarter and for the period from the beginning of Default. In addition, Borrowers shall deliver the then current Fiscal Year to Agent and Lenders, within forty-five (45) days after the end of each such Fiscal Quarter; PROVIDED that delivery of the first three Fiscal Quarters of each Fiscal Year, a management discussion financial statements and analysis that includes a comparison of performance for that Fiscal Quarter narrative required pursuant to the corresponding period in foregoing clause (a) and (c) may be satisfied by delivery of Company's Quarterly Report on Form 10-Q as filed with the prior year.Securities and Exchange Commission;
Appears in 1 contract
Samples: Credit Agreement (Wavetek U S Inc)
Quarterly Financials. To Agent, within forty-five (45) Within 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments without footnotes). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with respect of each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex G that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), without footnotes) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then endedending as of the end of such Fiscal Quarter, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and LendersLender, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (WTD Industries Inc)
Quarterly Financials. To Agent, within forty-five two (452) days Business Days after the end of date on which the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and files or is required to file its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including Form 10-Q under the Exchange Act (iafter giving effect to any extension pursuant to Rule 12b-25 under the Exchange Act (or any successor rule)) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if the Borrower is not required to file a Default or Event of Default has occurred and is continuing, describing Form 10-Q under the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and LendersExchange Act, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters 3 fiscal quarters of each Fiscal Year), a management discussion (A) the consolidated balance sheets of the Borrower as at the end of such fiscal quarter and analysis that includes a comparison the related consolidated statements of performance income of the Borrower for that such fiscal quarter for the period from the beginning of the then current Fiscal Quarter Year to the end of such fiscal quarter and cash flows of such Person for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding period figures from the corresponding dates and periods of the previous Fiscal Year, all prepared in accordance with GAAP (except that any unaudited financial statements are subject to normal year-end adjustments and may not be accompanied by footnotes) and in reasonable detail and certified by the Chief Financial Officer, Controller, Chief Executive Officer or Treasurer of the Borrower that they fairly present in all material respects the consolidated financial condition of such Person as at the dates indicated and the results of its operations and its cash flows for the periods indicated, and (B) a narrative report describing the operations of the Borrower in the prior year.form prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter; provided that delivery of the Borrower’s Form 10-Q for such fiscal quarter shall be deemed to satisfy all of the requirements of this clause (i); provided, further, that in lieu of delivering a hard copy of Form 10-Q hereunder, the Borrower may transmit an electronic copy of such document;
Appears in 1 contract
Samples: Loan Agreement (Us Airways Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter; and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, all prepared setting forth in comparative form the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Quarter, in each case in accordance with GAAP (subject to absence of footnotes and normal year-year end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) Certificate showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP valuing Inventory on a first in, first out basis (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer or Vice President of Parent BorrowerFinance of Holdings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarteryear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with a Compliance Certificate in respect of each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer or Vice President of Parent Borrower that Finance of Holdings (i) that such financial information presents fairly presents, in all material respects and in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default, and (iii) as to the amount of any reserves restored to EBITDA with a reasonably detailed description thereof. In addition, Borrowers Holdings shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management management's discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year; provided that the requirement of this sentence shall be deemed to be satisfied by Holdings' management's discussion and analysis as contained in Holdings' Quarterly Report on Form 10-Q for such Fiscal Quarter as filed with the Securities and Exchange Commission.
Appears in 1 contract
Samples: Credit Agreement (American Lawyer Media Holdings Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”"COMPLIANCE CERTIFICATE") showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Tefron LTD)
Quarterly Financials. To Agent, within forty-five Within sixty (4560) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Astec and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerAstec, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all (ii) unaudited statements of income and cash flows for such Fiscal Quarter, prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments), and (c) a copy of Astec's Form 10-Q with respect to such Fiscal Quarter filed with the Securities and Exchange Commission. Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance with each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex G which is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Astec that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Astec and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and LendersLender, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.analysis;
Appears in 1 contract
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, respect of each of the Financial Covenants that is tested on a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Coyne International Enterprises Corp)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of each Fiscal Quarter (including the first three last Fiscal Quarters Quarter of each Fiscal Year), consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including consolidated (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments and year-end audit adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing (x) reasonably detailed calculation of Reference Availability for such Fiscal Quarter and (y) if then applicable, the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), year-end audit adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of Fiscal Quarter, the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period as provided in the prior yearForm 10-Q for such Fiscal Quarter.
Appears in 1 contract
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower As soon as available and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, any event within forty-five (45) days after the end of each of the first three Fiscal Quarters fiscal quarter of each Fiscal Year, a management discussion Consolidated balance sheet of the Borrower and analysis that includes its Subsidiaries, and consolidating balance sheets of the Borrower and its Subsidiaries, as of the end of such quarter and a comparison Consolidated statement of performance income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries, and consolidating statements of income of the Borrower and its Subsidiaries, for that the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and a Consolidated statement of income and a Consolidated statement of cash flows of the Borrower and its Subsidiaries and consolidating statements of income of the Borrower and its Subsidiaries for the period commencing at the end of the previous Fiscal Quarter to Year and ending with the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year and the corresponding figures from the budgets for such period and for the Fiscal Year which includes such period, all in reasonable detail and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), together with a Compliance Certificate of said officer (i) stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower has taken and proposes to take with respect thereto and (ii) containing a schedule in form and detail satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the financial covenants contained in Section 8.12, provided, that in the prior yearevent of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 8.12, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 1 contract
Samples: Credit Agreement (Team Health Inc)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets As soon as of the close of available and in any event not later than 60 days (or such Fiscal Quarter and (iiearlier date that Holdings or any Loan Party is required to publicly file a Form 10-Q) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters fiscal quarters of each Fiscal Yearfiscal year of Holdings and its consolidated Subsidiaries, commencing with the fiscal quarter ending September 30, 2016, the unaudited consolidated balance sheet and the statements of income, cash flows, and retained earnings of Holdings and its consolidated Subsidiaries for the period commencing at the end of the previous year and ending with the end of such fiscal quarter, all in reasonable detail and (ii) as soon as available and in any event no later than seven (7) days after the delivery in clause (b)(i) (for the avoidance of doubt, such seven (7) day period to be within the aforementioned 60 day period), (x) a certificate with respect to such consolidated statements (subject to year-end audit adjustments) by a Responsible Officer of Holdings stating that such financial statements delivered under clause (b)(i) have been prepared in accordance with GAAP and,(y) commencing with the fiscal quarter ending December 31, 2016, a management discussion Compliance Certificate executed by the Responsible Officer of Holdings and analysis that includes a comparison of performance for that Fiscal Quarter the Borrower and (z) to the corresponding period extent delivered under the Second Lien Credit Agreement, commencing with the first fiscal quarter ending after the Amendment No. 9 Effective Date, a certificate of a Responsible Officer of Holdings setting forth a calculation of the Pro Forma Asset Coverage Ratio (as defined in the prior year.Second Lien Credit Agreement) as of the last day of such fiscal quarter in the same form and substance delivered to the Second Lien Administrative Agent (with such changes therein as maybe necessary to reflect delivery thereof as required under this Agreement) or such other form reasonably acceptable to the Administrative Agent (the deliverables described in the foregoing clauses (x) and, (y) and (z), and clauses (c), (g), and (h) below, the “Quarterly Reporting Package”);
Appears in 1 contract
Quarterly Financials. To AgentCo-Agents and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with respect of each of the financial covenant covenants set forth in Annex G that is tested on a quarterly basis (regardless of whether such covenants are being tested in accordance with the terms of Section 7.10, if applicable6.10), and (B) including a statement from the certification of a Chief Financial Officer of Parent Borrower that (i1) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended112 ending as of the end of such Fiscal Quarter, (2) any other information presented is true, correct and (ii) complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To Agent, Canadian Agent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and separate financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerHoldings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on both a consolidated and separate basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To Agent, within Within (iA) forty-five (45) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year and (iiB) ninety (90) days after the end of the fourth and final Fiscal Quarter of each Fiscal Year, consolidated (and, as to each Loan Party and its Domestic Subsidiaries only, consolidating) financial information regarding Parent Borrower ASHS and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerASHS, including (i) unaudited consolidated (and, as to each Loan Party and its Domestic Subsidiaries only, consolidating) balance sheets as of the close of such Fiscal Quarter and the related consolidated (and, as to each Loan Party and its Domestic Subsidiaries only, consolidating) statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited consolidated (and, as to each Loan Party and its Domestic Subsidiaries only, consolidating) statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnote disclosures); provided, that the timely delivery to Lender by such applicable deadline of a copy of the Quarterly Report on Form 10-Q of ASHS for such Fiscal Quarter filed with the SEC shall be deemed to satisfy the requirements of the foregoing clauses (i) and (ii) of this paragraph (a) solely with respect to the delivery of consolidated Financial Statements and Borrowers shall be required to provide consolidating Financial statements as provided herein. Such financial information shall be accompanied by (A) a statement in reasonable detail detail, in the form of Exhibit B attached to this Agreement (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10Financial Covenants and, if applicable, and (B) including the certification of a the Chief Financial Officer of Parent Borrower ASHS that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), disclosures) the financial position, results of operations and statements of cash flows of Parent Borrower ASHS and its consolidated Restricted Subsidiaries, on both a consolidated (and, as to each Loan Party and its Domestic Subsidiaries only, consolidating) basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45C) days after such documents that support the end of each reconciliation of the first three Fiscal Quarters calculations of each Fiscal Yearthe Financial Covenants, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter including bank account statements with respect to the corresponding period in the prior yearany Repatriated Foreign Cash.
Appears in 1 contract
Samples: Credit Agreement (American Shared Hospital Services)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding (with respect to Parent Borrower and its consolidated Restricted Subsidiaries) and consolidating financial information, certified by a Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and (consolidated) cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of year. All such Fiscal Quarter, all consolidated Financial Statements shall be prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) during any Financial Covenant Compliance Period, a statement substantially in reasonable detail the form of Exhibit C (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the a certification of a Financial Officer of Parent Borrower that Representative (i) that such financial information presents fairly presents(in the case of the consolidated Financial Statements with respect to Parent and its Subsidiaries, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosureadjustments), ) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated (with respect to Parent and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) setting forth the Unrestricted Cash Amount and Liquidity Amount as of the end of such Fiscal Quarter, (iii) that no Financial Covenant Compliance Period commenced during such Fiscal Quarter or, if a Financial Covenant Compliance Period commenced during such Fiscal Quarter, describing the date and cause of such commencement, (iv) any other information presented is true, correct and complete in all material respects and (v) that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Sothebys)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, (i) Consolidated balance sheet of the Parent and its Subsidiaries as of the end of such quarter and Consolidated statement of income and a management discussion Consolidated statement of cash flows of the Parent and analysis its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statement of income and a Consolidated statement of cash flows of the Parent and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, (ii) a report setting forth all of the Borrower's IFN revenues and PRI revenues by circuit (or as otherwise agreed) for the preceding twelve months, and (iii) a certificate setting forth the Borrower's calculation of the Senior Debt Ratio for such fiscal quarter with supporting documentation, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer of the Parent as having been prepared in accordance with GAAP (with respect to item (i)), together with a certificate of such Chief Financial Officer stating that includes the representations and warranties in each Loan Document are correct in all material respects on and as of such date, other than any such representations or warranties that, by their terms, refer to a comparison specific date other than such date, in which case as of performance for such date and that Fiscal Quarter no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the corresponding period in nature thereof and the prior yearaction that the Parent has taken and proposes to take with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Itc Deltacom Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of each Fiscal Quarter that is not the first three Fiscal Quarters end of each a Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, including, without limitation, Borrower, certified by a the Chief Financial Officer of Parent and Borrower, including (i) an unaudited balance sheets sheet as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, a “Compliance Certificate”) showing respect of the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, Financial Covenants and (B) including the certification of a the Chief Financial Officer of Parent and Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, including, without limitation, Borrower, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Ames Department Stores Inc)
Quarterly Financials. To Agent, within Within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower and its consolidated Restricted SubsidiariesBorrowers, certified by a the Chief Financial Officer of Parent BorrowerParent, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding corre sponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement compliance Certificate in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with respect of each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex B which is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lendersthe Lender, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis which includes a comparison to budget for that includes Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.;
Appears in 1 contract
Samples: Convertible Note Agreement (Sunrise Capital Partners Lp)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, consolidated and consolidating balance sheets of the Consolidated Group as of the end of such quarter and consolidated and consolidating statements of income and a management discussion consolidated statement of cash flows of the Consolidated Group for the period commencing at the end of the previous fiscal quarter and analysis ending with the end of such fiscal quarter and consolidated and consolidating statements of income and a consolidated statement of cash flows of the Consolidated Group for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Responsible Officer of the Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that includes (A) such officer has individually reviewed the provisions of this Agreement; (B) a comparison review of performance for that Fiscal Quarter the activities of the Consolidated Group during such year or quarterly period, as the case may be, has been made by such officer or under such officer's supervision, with a view to determining whether the Borrower and the Parent have fulfilled all of their obligations under this Agreement; and (C) to the corresponding period best of such officer's knowledge, the Borrower and the Parent have observed and performed each undertaking contained in this Agreement and are not in default in the prior yearobservance or performance of any of the provisions hereof or, if in default, specifying all such defaults and events of which such officer may have knowledge and (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Borrower shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 1 contract
Samples: Credit Agreement (Americhoice Corp)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Butler International Inc /Md/)
Quarterly Financials. To Agent, within forty-Within forty five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Intermediate Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerIntermediate Parent, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) Certificate showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Intermediate Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Intermediate Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Intermediate Parent shall deliver to Agent and LendersLender, within forty-forty five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, either the Form 10Q that Asta Funding filed for that Fiscal Quarter with the Securities and Exchange Commission or, in the event Asta Funding has not filed its Form 10Q on a timely basis (without taking into consideration any extensions granted for the filing of such Form 10Q), the following (hereinafter referred to as the "Alternative Financial Information") consolidated financial information regarding Parent Borrower and Asta Funding, its consolidated Restricted Subsidiaries, certified by and Borrowers (in each case, together with consolidating worksheets in the event a Financial Officer Non-Credit Party Affiliate has Indebtedness or owns assets of Parent Borrowerany material nature), including (iA) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, and (iiB) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). In any event, Borrowers shall deliver to Agent and Lender a copy of any and all Form 10Q that Asta Funding files with the Securities and Exchange Commission within 15 days after making any such filing. Such financial information Form 10Q or Alternative Financial Information, as the case may be, shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with a Compliance Certificate in respect of each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer or other senior officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Asta Funding, Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basisbasis (together with consolidating worksheets in the event a Non-Credit Party Affiliate has Indebtedness or owns assets of any material nature), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing in existence as of such time or, if a Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default Default, which is not reasonably capable of being cured, or Event of Default. In addition, Asta Funding and Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each Fiscal Quarter, a statement of the first three intercompany loan balance of all Intercompany Notes as of the end of such Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearQuarter.
Appears in 1 contract
Quarterly Financials. To AgentAs soon as available, and in any event within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal Yearfiscal quarter, consolidated and consolidating financial information regarding the Parent Borrower and each of its consolidated Restricted Subsidiaries, certified by a the Chief Executive Officer or Chief Financial Officer of such member of the Parent BorrowerGroup, including consisting of (i) unaudited balance sheets as of the close of such Fiscal Quarter fiscal quarter and the related statements of income and cash flows for that portion of the fiscal year ending as of the close of such fiscal quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarterfiscal quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal Quarterfiscal year, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with Section 4.04(l) of the financial covenant set forth in Section 7.10, if applicable, Sale Agreement that is tested on a quarterly basis and (B) including the certification of a the Chief Executive Officer, Chief Financial Officer or Treasurer of the Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of the Parent Borrower and each of its consolidated Restricted Subsidiaries, Subsidiaries on a consolidated and consolidating basis, as at the end of such Fiscal Quarter fiscal quarter and for that portion of Wabash National Corporation, NOAMTC, Inc., Wabash National, L.P. and WNC Receivables, LLC Receivables Sale and Contribution Agreement the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that that there was no Default Termination Event or Incipient Termination Event of Default has occurred and is continuing in existence as of such time or, if a Default Termination Event or Incipient Termination Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default Termination Event or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearIncipient Termination Event.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (Wabash National Corp /De)
Quarterly Financials. To Agent, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) Within 60 days after the end of each of the first three Fiscal Quarters QuartersQuarter :
(i) With respect to Express, Xxx.Xxxxxxxx, (x) a Consolidated balance sheet as of the end of such quarter, (y) a Consolidated statement of income and Consolidated statement of cash flows for the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter and (z) a Consolidated statement of income and a Consolidated statement of cash flows for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a management discussion Responsible Officer of the Parent as having been prepared in accordance with GAAP (other than the absence of footnotes).
(ii) Incidental to the delivery of the reporting required in subparagraph (c)(i) above, derivative reconciliations with respect to the Parent and analysis that includes its Restricted Subsidiaries (other than the Foreign Subsidiaries) (in the form delivered prior to April 13, 2015 or anotherin a comparison form reasonably satisfactory to the Administrative Agent), (x) balance sheets of performance the Parent and its Restricted Subsidiaries (other than the Foreign Subsidiaries) as of the end of such quarter, (y) statements of income and statement of cash flows of the Parent and its Restricted Subsidiaries (other than the Foreign Subsidiaries) for that the period commencing at the end of the previous Fiscal Quarter and ending with the end of such Fiscal Quarter, and (z) statements of income and statements of cash flows of the Parent and its Restricted Subsidiaries (other than the Foreign Subsidiaries) for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a Responsible Officer of the Parent as having been prepared in accordance with GAAP (other than the absence of footnotes), together with (wA) a certificate on behalf of Parent signed by a Responsible Officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the corresponding period nature thereof and the action that the Parent has taken and proposes to take with respect thereto, (xB) a schedule prepared by a responsibleResponsible Officer of the Parent in form satisfactory to the Administrative Agent of the computations used by the Parent in determining a pro forma calculation of the Leverage Ratio, (yC) an accounts payable aging report in form and detail satisfactory to the Administrative Agent, (D) a certificate on behalf of the Parent signed by a Responsible Officer of the Parent (1) listing all Unrestricted Subsidiaries at such time and certifying that each Subsidiary set forth on such list qualifies as an Unrestricted Subsidiary, and (z2 ) attaching a reconciliation statement reflecting the adjustments necessary to eliminate the assets, liabilities, revenuerevenues , expenses and net income of the Unrestricted Subsidiaries in such financial statements (it being understood and agreed that such reconciliation statements shall not be audited) or, in the prior yearcase of the first such list so delivered, since the Second Amendment Effective Date, and (3) certifying that no Subsidiary is a Foreign Subsidiary, Excluded Subsidiary, or an Unrestricted Subsidiary, (E) a calculation of the Fixed Charge Coverage Ratio (including, without limitation, EBITDA), in form and detail satisfactory to the Administrative Agent, and (F) to the extent not previously disclosed to the Administrative Agent, a description of any new Subsidiary and a listing of any registrations, and applications for registration, of Intellectual Property filed, acquired or made by any Loan Party or that are no longer Excluded Assets, or any abandoned or lapsed registered Intellectual Property of any Loan Party, in each case since the date of the most recent list delivered pursuant to this clause (F) (or, in the case of the first such list so delivered, since the Second Amendment Effective Date).
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Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, consolidated and consolidating financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a Financial Responsible Officer of Parent BorrowerHoldings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance the Consolidated Fixed Charge Coverage Ratio for the four consecutive Fiscal Quarters then ended (regardless of whether Financial Covenants are applicable with the financial covenant set forth in Section 7.10, if applicable, respect to such calculations during such period) and (B) including the certification of a Financial Responsible Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, Subsidiaries on a consolidated basis, and consolidating basis as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Holdings shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Revolving Loan Agreement (Wheeling Pittsburgh Corp /De/)
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) 45 days after the end of each fiscal quarter of Borrower other than the first three Fiscal Quarters last fiscal quarter of each Fiscal Yeara fiscal year, consolidated financial information regarding Parent (i) a Consolidated balance sheet of Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets Subsidiaries as of the close end of such Fiscal Quarter and quarter; (ii) unaudited Consolidated statements of income of Borrower and cash flows its Subsidiaries (including a breakdown of sales by product line) for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year quarter and the related statements of income and cash flow for that portion period commencing on the first day of the Fiscal Year fiscal year in which such quarter occurs and ending as of on the close last day of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, quarter; and (Biii) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and Consolidated statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, Subsidiaries for the period commencing on a consolidated basis, as at the end first day of the fiscal year in which such quarter occurs and ending on the last day of such Fiscal Quarter and for that portion quarter, setting forth in the case of the Fiscal Year then ended, and subclause (ii) above in comparative form, the corresponding figures for the corresponding quarter or period of the preceding fiscal year and the corresponding figures from the most recent business plan delivered to Lenders pursuant to Section 5.3(e) hereof and in the case of subclause (i) and (iii) above in comparative form the corresponding figures from the most recent plan delivered to Lenders pursuant to Section 5.3(e) hereof, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officer of Borrower as having been prepared in accordance with GAAP, together with (i) a certificate of said officer stating that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing a statement as to the nature thereof and all efforts undertaken the action that Borrower has taken and proposes to cure such Default take with respect thereto and (ii) a completed compliance certificate, in substantially the form of Exhibit E attached hereto, duly executed by the chief financial officer or Event chief executive officer of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearBorrower.
Appears in 1 contract
Samples: Term Loan Agreement (Dep Corp)
Quarterly Financials. To Agent, within forty-five forty (4540) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated (and, upon request of Agent, consolidating) financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a Financial Officer the chief financial officer or treasurer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Borrowers’ current operating plan described in clause (c) below for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is then required to be tested on a quarterly basis and (B) including the certification of a Financial Officer the chief financial officer or treasurer of Parent Borrower Representative that (i) such consolidated financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), footnotes) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of DefaultDefault and (iii) that all lease or rental payments have been made as to each leased or rented location at which material Collateral is located or, if there has been a failure to make such a payment during such period, describing the nature thereof and the efforts to remedy such failure. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five forty (4540) days after the end of each of the first three (3) Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated and consolidating financial information regarding Parent the Borrower and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent each Borrower, including consisting of (i) unaudited consolidated balance sheets sheet as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, (ii) unaudited consolidating balance sheet of Frontier Airlines, Inc. and Lynx Aviation, Inc., as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, and (iii) unaudited consolidated statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all (except for Projections) prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on the last day of the applicable Fiscal Quarter and (B) including the certification of a the Chief Financial Officer of Parent each Borrower that (i) such financial information (except for Projections) presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent such Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, or a consolidating basis (as applicable) as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information (except for Projections) presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers Borrower shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis for Borrower and its Subsidiaries on a consolidated basis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To Agent, within Within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower and its consolidated Restricted SubsidiariesBorrowers, certified by a the Chief Financial Officer of Parent BorrowerParent, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement compliance Certificate in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with respect of each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex B which is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-year- end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lendersthe Lender, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis which includes a comparison to budget for that includes Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.;
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Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To Agent, within forty-five (45) Within 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a Financial the Chief Accounting Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with respect of each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex G which is tested on a quarterly basis and (B) including the certification of a Financial the Chief Accounting Officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and LendersLender, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that which includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.;
Appears in 1 contract
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 60 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, (i) Consolidated balance sheets of MII and its Subsidiaries, consolidated balance sheets of JRMSA and its Subsidiaries and consolidated balance sheets of BWXT and its Subsidiaries, in each case as of the end of such quarter, (ii) Consolidated statements of income and cash flows of MII and its Subsidiaries, consolidated statements of income and cash flows of JRMSA and Subsidiaries and consolidated statements of income and cash flows of BWXT and its Subsidiaries, in each case for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and (iii) Consolidated statements of income and cash flows of MII and its Subsidiaries, consolidated statements of income and cash flows of JRMSA and its Subsidiaries and consolidated statements of income and cash flows of BWXT and its Subsidiaries, in each case commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case covered by the preceding clauses (i), (ii) and (iii), in comparative form, the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified by the Chief Financial Officer of MII as having been prepared in accordance with generally accepted accounting principles (subject to normal year-end audit adjustments and the absence of complete footnotes), together with (i) a management discussion certificate of said officer stating that no Event of Default has occurred and analysis that includes is continuing or, if an Event of Default has occurred and is continuing, a comparison of performance for that Fiscal Quarter statement as to the corresponding period nature thereof and the action that MII has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Required Lenders of the computations used by MII in determining whether or not the Loan Parties are in compliance with the covenants contained in Section 5.04, provided that in the prior yearevent of any change in generally accepted accounting principles used in the preparation of such financial statements, MII shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 1 contract
Samples: Omnibus Credit Agreement (McDermott International Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative com parative form the figures for the corresponding period in the prior prio r year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time tim x or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.E-1
Appears in 1 contract
Quarterly Financials. To Agent, As soon as available and in any event within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) that no Default or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters quarters of each Fiscal Year, Consolidated and consolidating balance sheets of MEDIQ and its Subsidiaries as of the end of such quarter and Consolidated and consolidating statements of income of MEDIQ and its Subsidiaries and a management discussion Consolidated statement of cash flow of each of MEDIQ and analysis that includes a comparison its Subsidiaries and Holdings and its Subsidiaries for the period commencing at the end of performance the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated and consolidating statements of income of MEDIQ and its Subsidiaries and Consolidated statements of cash flow of each of MEDIQ and its Subsidiaries and Holdings and its Subsidiaries for that the period commencing at the end of the previous Fiscal Quarter to Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to year-end audit adjustments) by the chief financial officers of MEDIQ and Holdings, respectively, as having been prepared in accordance with generally accepted accounting principles consistent with those applied in the prior yearmost recent annual audit, together with (i) a certificate of the chief financial officer of MEDIQ stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that MEDIQ has taken and proposes to take with respect thereto, (ii) a schedule in form satisfactory to the Administrative Agent of the computations used by MEDIQ in determining compliance with the covenants contained in Sections 5.04(a) through (e) and (iii) in the event of any change from GAAP in the generally accepted accounting principles used in the preparation of such financial statements, a statement of reconciliation conforming such financial statements to GAAP.
Appears in 1 contract
Samples: Credit Agreement (Mediq Inc)
Quarterly Financials. To Agent, as soon as available and in any event within forty-five (45) 45 days after the end of the first three each Fiscal Quarters Quarter of each Fiscal Yearyear, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited the consolidated balance sheets as sheet of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on a consolidated basis, Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for that portion such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year then endedto the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail and certified by a Financial Officer of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (ii) the unaudited consolidating balance sheets of Holdings and its Subsidiaries and related consolidating statements of operations as of the end of and for such Fiscal Quarter (which unaudited consolidating financial statements shall be in a format reasonably satisfactory to the Lender), all certified by a Financial Officer of Holdings as presenting fairly in all material respects the financial condition and results of operations of Holdings and its Subsidiaries on a consolidating basis, and (iiiii) that no Default a written analysis or Event of Default has occurred and is continuing as of such time or, if a Default or Event of Default has occurred and is continuing, narrative report describing the nature thereof operations of Holdings and all efforts undertaken its Subsidiaries in form reasonably satisfactory to cure such Default or Event Lender and for the period from the beginning of Default. In addition, Borrowers shall deliver the then current Fiscal Year to Agent and Lenders, within forty-five (45) days after the end of each of the first three such Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.Quarter; AM 27446811.10 56
Appears in 1 contract
Quarterly Financials. To AgentAs soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each Fiscal Year of Holdings (or, within forty-five (45) if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the first three Fiscal Quarters consolidated balance sheet of each Fiscal Year, consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, Subsidiaries as at the end of such Fiscal Quarter quarterly period and the related consolidated statement of operations for such quarterly accounting period and for that the elapsed portion of the Fiscal Year then endedended with the last day of such quarterly period, and (ii) that no Default or Event the related consolidated statement of Default has occurred and is continuing as cash flows for the elapsed portion of the Fiscal Year ended with the last day of such time quarterly period, and setting forth comparative consolidated figures for the related periods in the prior Fiscal Year or, if a Default or Event in the case of Default has occurred and is continuingsuch consolidated balance sheet, describing for the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each last day of the first three Fiscal Quarters of each prior Fiscal Year, subject to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this clause (i) may be satisfied with respect to financial information of Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of TMHC or (B) TMHC’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to TMHC, on the one hand, and the information relating to Holdings and its consolidated Subsidiaries on a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to stand-alone basis, on the corresponding period in the prior yearother hand.
Appears in 1 contract
Quarterly Financials. To Agent, Canadian Agent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and separate financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a the Chief Financial Officer of Parent BorrowerHoldings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on both a consolidated and separate basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower (with respect to Holdings and its consolidated Restricted Subsidiaries) and consolidating financial information, certified by a Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and (consolidated) cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of year. All such Fiscal Quarter, all consolidated Financial Statements shall be prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a Financial Officer of Parent Borrower Representative that (i) such financial information presents fairly presents(in the case of the consolidated Financial Statements with respect to Holdings and its Subsidiaries, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosureadjustments), ) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated (with respect to Holdings and its Subsidiaries) and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, ended and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Quarterly Financials. To AgentAdministrative Agent and Lenders, -------------------- within fortyorty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated and consolidating financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a prepared under the supervision of the Chief Financial Officer of Parent BorrowerBorrower Representative, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flows for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and the period commencing at the end of the previous Fiscal Year and ending on the last day of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”) " showing the calculations used in determining compliance ----------------------- with a Compliance Certificate in respect of each of the financial covenant covenants set forth in Section 7.10, if applicable, on Annex G which is tested on a quarterly basis ------- and (B) including the certification of a the Borrower Representative signed on its behalf by its Chief Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year period then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has shall have occurred and is be continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Administrative Agent and Lenders, within forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis which includes a comparison to budget for that includes Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.;
Appears in 1 contract
Quarterly Financials. To Agentthe Agent and each Lender, within forty-five (45) days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including Quarter: (i) consolidated unaudited balance sheets of Holdings as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter; and (ii) consolidated unaudited statements of income of Holdings for such Fiscal Quarter, in each case setting forth in comparative form (for each Fiscal Quarter ending after the first anniversary of the Closing Date) the figures for the corresponding period in the prior year and the figures contained in the Projections for such Fiscal Year, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustmentsadjustments and the absence of footnotes). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the President or Chief Financial Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), footnotes) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings, on a consolidated basis, as at the end of such Fiscal Quarter and its consolidated Restricted Subsidiariesfor that portion of the Fiscal Year then ended, (ii) such financial information presents fairly in all material respects the financial position and results of operations of Holdings, on a consolidated basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (iiiii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five Each such Compliance Certificate must be given in writing (45by telecopy or overnight courier) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearform of Exhibit 5.1, and shall include the information and attachments required in such Exhibit.
Appears in 1 contract
Quarterly Financials. To AgentAdministrative Agent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, either the Form 10Q that Asta Funding filed for that Fiscal Quarter with the Securities and Exchange Commission or, in the event Asta Funding has not filed its Form 10Q on a timely basis (without taking into consideration any extensions granted for the filing of such Form 10Q), the following (hereinafter referred to as the "Alternative Financial Information") consolidated financial information regarding Parent Borrower and Asta Funding, its consolidated Restricted Subsidiaries, certified by and Borrowers (in each case, together with consolidating worksheets in the event a Financial Officer Non-Credit Party Affiliate has Indebtedness or owns assets of Parent Borrowerany material nature), including (iA) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, and (iiB) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). In any event, Borrowers shall deliver to Administrative Agent and Lender a copy of any and all Form 10Q that Asta Funding files with the Securities and Exchange Commission within 15 days after making any such filing. Such financial information Form 10Q or Alternative Financial Information, as the case may be, shall be accompanied by (A) a statement in reasonable detail (each, a “"Compliance Certificate”") showing the calculations used in determining compliance with a Compliance Certificate in respect of each of the financial covenant set forth in Section 7.10, if applicable, Financial Covenants that is tested on a quarterly basis and (B) including the certification of a the Chief Financial Officer or other senior officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Asta Funding, Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basisbasis (together with consolidating worksheets in the event a Non-Credit Party Affiliate has Indebtedness or owns assets of any material nature), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing in existence as of such time or, if a Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default Default, which is not reasonably capable of being cured, or Event of Default. In addition, Asta Funding and Borrowers shall deliver to Administrative Agent and Lenders, within forty-five (45) 45 days after the end of each Fiscal Quarter, a statement of the first three intercompany loan balance of all Intercompany Notes as of the end of such Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearQuarter.
Appears in 1 contract
Samples: Loan Agreement (Asta Funding Inc)
Quarterly Financials. To AgentAs soon as available and in any event on or before the date on which such financial statements are required to be filed with the SEC with respect to each of the first three quarterly accounting periods in each Fiscal Year of Holdings (or, within forty-five (45) if such financial statements are not required to be filed with the SEC, on or before the date that is 45 days after the end of each such quarterly accounting period), the first three Fiscal Quarters consolidated balance sheet of each Fiscal Year, consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), the financial position, results of operations and statements of cash flows of Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, Subsidiaries as at the end of such Fiscal Quarter quarterly period and the related 63 CREDIT AGREEMENT consolidated statement of operations for such quarterly accounting period and for that the elapsed portion of the Fiscal Year then endedended with the last day of such quarterly period, and (ii) that no Default or Event the related consolidated statement of Default has occurred and is continuing as cash flows for the elapsed portion of the Fiscal Year ended with the last day of such time quarterly period, and setting forth comparative consolidated figures for the related periods in the prior Fiscal Year or, if a Default or Event in the case of Default has occurred and is continuingsuch consolidated balance sheet, describing for the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after the end of each last day of the first three Fiscal Quarters of each prior Fiscal Year, subject to changes resulting from audit, normal year-end audit adjustments and the absence of footnotes. Notwithstanding the foregoing, the obligations in this clause (i) may be satisfied with respect to financial information of Holdings and its consolidated Subsidiaries by furnishing (A) the applicable financial statements of Parent or (B) Parent’s Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each of clauses (A) and (B), such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, on the one hand, and the information relating to Holdings and its consolidated Subsidiaries on a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to stand-alone basis, on the corresponding period in the prior yearother hand.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Taylor Morrison Home Corp)
Quarterly Financials. To AgentAgent and Lessors, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter (other than the Fiscal Quarter ending December 31), consolidated financial information regarding Parent Borrower Holdings and its consolidated Restricted Subsidiaries, Subsidiaries certified by a the Chief Financial Officer of Parent BorrowerHoldings, including (i) unaudited balance sheets as of the close of such Fiscal Quarter setting forth in comparative form the figures for the prior Fiscal Year end and (ii) unaudited statements of income and cash flows for such Fiscal QuarterQuarter and for the year-to-date, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Budget for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a the Chief Financial Officer of Parent Borrower Holdings that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Holdings and its consolidated Restricted Subsidiaries, on both a consolidated basisand consolidating basis (in the manner set forth above), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of DefaultDefault and including a representation confirming that the Credit Parties are in compliance with the terms of Section 6.21; (B) an Excess Cash Flow Certificate for such Fiscal Quarter then ended pursuant to the terms of Section 5.11 of the Agreement and (C) a certification of the Chief Financial Officer setting forth a detailed description of compliance by the Savvis Parties with the provisions of Section 6.8. In addition, Borrowers Lessee shall deliver to Agent and LendersLessors, within forty-five (45) 45 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year, provided that delivery to Agent of documents filed with the Securities and Exchange Commission containing the foregoing shall be sufficient for such purposes if delivered within the time period specified in this sentence.
Appears in 1 contract
Samples: Master Lease Agreement (Savvis Communications Corp)
Quarterly Financials. To Agent, within forty-five As soon as available and in any event no later than the earlier of (45i) 10 days after the date that the Parent is or would be required to file the Parent’s quarterly report with the SEC as part of the Parent’s periodic reporting (whether or not the Parent is subject to such reporting requirements) and (ii) 55 days after the end of the first three Fiscal Quarters of each Fiscal Year, consolidated financial information regarding Parent Borrower and its consolidated Restricted Subsidiaries, certified by a Financial Officer of Parent Borrower, including (i) unaudited balance sheets as Year of the close of Borrower (other than September 30, 2011 unless the Initial Funding Date shall have occurred on or before such Fiscal Quarter and (ii) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosureend), the financial position, results Borrower will deliver (a) consolidated balance sheets of operations and statements of cash flows of the Parent Borrower and its consolidated Restricted Subsidiaries, on a consolidated basis, as at the end of such Fiscal Quarter, and the related consolidated statements of income and cash flows, for such Fiscal Quarter and for that portion the year-to-date period, in reasonable detail and certified by a Responsible Officer of the Parent as having been prepared in accordance with GAAP except as to the omission of footnotes and subject to yearend adjustment (which requirements of this clause (a) shall be deemed satisfied by the delivery of the Parent’s Report on Form 10-Q (or any successor form) for such Fiscal Year then endedQuarter), (b) consolidating balance sheets of the Parent and its Subsidiaries, as at the end of such Fiscal Quarter, and the related consolidating statements of income, for the Fiscal Quarter and for the year-to-date period, all in reasonable detail and certified by a Responsible Officer of the Parent as having been prepared in accordance with GAAP, and (iic) that no Default or Event consolidated balance sheets of Default has occurred the Borrower and is continuing its Subsidiaries, as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) days after at the end of each such Fiscal Quarter, and the related consolidated statements of income, for the Fiscal Quarter and for the year-to-date period, all in reasonable detail and certified by a Responsible Officer of the first three Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period Borrower as having been prepared in the prior yearaccordance with GAAP.
Appears in 1 contract
Quarterly Financials. To AgentLender, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, either the Form 10Q that Asta Funding filed for that Fiscal Quarter with the Securities and Exchange Commission or, in the event Asta Funding has not filed its Form 10Q on a timely basis (without taking into consideration any extensions granted for the filing of such Form 10Q), the following (hereinafter referred to as the “Alternative Financial Information”) consolidated financial information regarding Parent Borrower and Asta Funding, its consolidated Restricted Subsidiaries, certified by and Borrowers (in each case, together with consolidating worksheets in the event a Financial Officer Non-Credit Party Affiliate has Indebtedness or owns assets of Parent Borrowerany material nature), including (iA) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter, and (iiB) unaudited statements of income and cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments)) on a review basis by an independent certified public accounting firm of national standing or otherwise reasonably acceptable to Lender. In any event, Borrowers shall deliver to Lender and Lender a copy of any and all Form 10Q that Asta Funding files with the Securities and Exchange Commission within 15 days after making any such filing. Such financial information Form 10Q or Alternative Financial Information, as the case may be, shall be accompanied by (A) a statement in reasonable detail (each, a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, and (B) including the certification of a the Chief Financial Officer or other senior officer of Parent Borrower Representative that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Asta Funding, Borrowers and its consolidated Restricted their Subsidiaries, on a consolidated basisbasis (together with consolidating worksheets in the event a Non-Credit Party Affiliate has Indebtedness or owns assets of any material nature), as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing in existence as of such time or, if a Default Default, which is not reasonably capable of being cured, or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default Default, which is not reasonably capable of being cured, or Event of Default. In addition, Asta Funding and Borrowers shall deliver to Agent and LendersLender, within forty-five (45) 45 days after the end of each Fiscal Quarter, a statement of the first three intercompany loan balance of all Intercompany Notes as of the end of such Fiscal Quarters of each Fiscal Year, a management discussion and analysis that includes a comparison of performance for that Fiscal Quarter to the corresponding period in the prior yearQuarter.
Appears in 1 contract
Samples: Loan Agreement (Asta Funding Inc)
Quarterly Financials. To AgentAgent and Lenders, within forty-five (45) 45 days after the end of the first three Fiscal Quarters of each Fiscal YearQuarter, consolidated financial information regarding Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, certified by a Financial Officer of Parent BorrowerOfficer, including (i) unaudited balance sheets as of the close of such Fiscal Quarter and the related statements of income and cash flow for that portion of the Fiscal Year ending as of the close of such Fiscal Quarter and (ii) consolidated and consolidating unaudited statements of income and consolidated unaudited statements of cash flows for such Fiscal Quarter, in each case setting forth in comparative form the figures for the corresponding period in the prior year and the related statements of income and cash flow figures contained in the Projections for that portion of the Fiscal Year ending as of the close of such Fiscal QuarterYear, all prepared in accordance with GAAP (subject to absence of footnotes and normal year-end adjustments). Such financial information shall be accompanied by (A) a statement Compliance Certificate in reasonable detail (each, respect of each of the Financial Covenants that is tested on a “Compliance Certificate”) showing the calculations used in determining compliance with the financial covenant set forth in Section 7.10, if applicable, quarterly basis and (B) including the certification of a Financial Officer of Parent Borrower that (i) such financial information presents fairly presents, in all material respects in accordance with GAAP (except as approved by accountants or officers, as the case may be, and disclosed in reasonable detail therein, including the economic impact of such exception, and subject to E-1 normal year-end adjustments and the absence of footnote disclosure), adjustments) the financial position, results of operations and statements of cash flows of Parent Borrower Borrowers and its consolidated Restricted their Subsidiaries, on both a consolidated and consolidating basis, as at the end of such Fiscal Quarter and for that portion of the Fiscal Year then ended, and (ii) any other information presented is true, correct and complete in all material respects and that there was no Default or Event of Default has occurred and is continuing in existence as of such time or, if a Default or Event of Default has occurred and is continuing, describing the nature thereof and all efforts undertaken to cure such Default or Event of Default. In addition, Borrowers shall deliver to Agent and Lenders, within forty-five (45) 30 days after the end of each of the first three Fiscal Quarters of each Fiscal YearQuarter, a management discussion and analysis that includes a comparison to budget for that Fiscal Quarter and a comparison of performance for that Fiscal Quarter to the corresponding period in the prior year.
Appears in 1 contract
Samples: Credit Agreement (Radio Unica Corp)
