Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent: (a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing; (c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders; (d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation; (e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and (f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary as the Agent may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate. (g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement; (h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement; (i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and (j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 3 contracts
Samples: Trade Receivables Purchase and Sale Agreement (Detroit Edison Co), Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC), Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and From the date upon which no Capital for any Eligible Asset shall be existinghereof until the Final Termination Date, the Seller covenants and agrees that it will, unless the Agent Trust shall otherwise consent in writing, furnish deliver to the AgentTrust:
(a) within five Business Days after the Seller becomes aware of a material adverse change in the business, operations, properties or condition (financial or otherwise) (other than matters of a general economic nature) of the Seller, the Backup Servicer or the Performance Guarantor, or of an occurrence of a breach of its obligations under this Agreement, notice of such change or occurrence together with a statement by a responsible officer of the Seller specifying the facts, the nature and period of existence of any such breach, condition or event and the action the Seller has taken, is taking and proposes to take with respect thereto;
(b) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Seller which could reasonably be expected to have a Material Adverse Effect;
(c) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Backup Servicer or the Performance Guarantor which could reasonably be expected to have a Material Adverse Effect;
(d) as soon as available and in any event within 60 45 days after the end of each fiscal quarter of the first three quarters Seller, the unaudited financial statements of each the Seller and, as soon as available but in any event within 90 days after the end of the fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated unaudited financial statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(be) as soon as available and in any event within 120 90 days after the end of each the fiscal year of the SellerPerformance Guarantor, a copy the audited consolidated balance sheet of the consolidated balance sheets of the Seller Performance Guarantor and its consolidated subsidiaries as of the end of such year and the related audited consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries cash flows for such year, each ; reported on by Deloitte & Touche KPMG LLP or any other nationally recognized independent certified public accountants of similar nationally recognized standing;
(cf) promptly after the sending or filing thereof, copies of all reports which the Seller sends sent to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holderswhich it has offered to the public;
(dg) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days forthwith after the occurrence of each Trigger Event of Investment Ineligibility or and each event or the existence of any fact which, with the giving of notice or lapse of time or both, would may constitute an Event of Investment Ineligibilitya Trigger Event, the a statement of the chief a senior financial officer or chief accounting officer of the Seller setting forth details of as to such Trigger Event of Investment Ineligibility or fact or event and the action which the Seller proposes has taken and is proposing to take with respect thereto; and;
(fh) notice of any material change to the Credit and Collection Policies or change to the standard operating practices or procedures;
(i) promptly, from time to time, such other information, documents, records records, information or reports respecting with respect to the Receivables Pool Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Agent Trust may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Actreasonably request; and
(j) not less than 30 days before it shall occurpromptly after any changes, furnish the Agent in detail reasonably acceptable to the Agent with notice current list of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Excluded Receivables.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date nor the Eligible Assets and the date upon which no Capital for any Eligible Asset shall be existingexisting and no Yield, Fees or other amounts shall remain unpaid under this Agreement, the Seller will, unless the Agent (with the consent or at the request of the Managing Agents) shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated a balance sheets sheet of the Seller and its consolidated subsidiaries as of the end of such quarter, quarter and consolidated statements of income and retained earnings and of cash flows of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 60 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets financial statements for such year for the Seller certified in a manner acceptable to the Agent by a Responsible Officer of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standingSeller;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility Ineligibility, or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, continuing on the date of such statement, a statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller has taken and proposes to take with respect thereto; and
(fd) promptly, from time to time, such other information, documents, records or reports respecting the Receivables Receivables, the Related Security or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Agent may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatereasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 2 contracts
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp), Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and From the date upon which no Capital for any Eligible Asset shall be existinghereof until the Final Termination Date, the Seller covenants and agrees that it will, unless the Agent Trust shall otherwise consent in writing, furnish deliver to the AgentTrust:
(a) within five Business Days after the Seller becomes aware of a material adverse change in the business, operations, properties or condition (financial or otherwise) (other than matters of a general economic nature) of the Seller, the Backup Servicer or the Performance Guarantor, or of an occurrence of a breach of its obligations under this Agreement, notice of such change or occurrence together with a statement by a responsible officer of the Seller specifying the facts, the nature and period of existence of any such breach, condition or event and the action the Seller has taken, is taking and proposes to take with respect thereto;
(b) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Seller which could reasonably be expected to have a Material Adverse Effect;
(c) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Backup Servicer or the Performance Guarantor which could reasonably be expected to have a Material Adverse Effect;
(d) as soon as available and in any event within 60 days after the end of each fiscal quarter of the first three quarters Seller, the unaudited financial statements of each the Seller and, as soon as available but in any event within 90 days after the end of the fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated unaudited financial statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(be) as soon as available and in any event within 120 90 days after the end of each the fiscal year of the SellerPerformance Guarantor, a copy the audited consolidated balance sheet of the consolidated balance sheets of the Seller Performance Guarantor and its consolidated subsidiaries as of the end of such year and the related audited consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries cash flows for such year, each ; reported on by Deloitte & Touche KPMG LLP or any other nationally recognized independent certified public accountants of similar nationally recognized standing;
(cf) promptly after the sending or filing thereof, copies of all reports which the Seller sends sent to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holderswhich it has offered to the public;
(dg) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days forthwith after the occurrence of each Trigger Event of Investment Ineligibility or and each event or the existence of any fact which, with the giving of notice or lapse of time or both, would may constitute an Event of Investment Ineligibilitya Trigger Event, the a statement of the chief a senior financial officer or chief accounting officer of the Seller setting forth details of as to such Trigger Event of Investment Ineligibility or fact or event and the action which the Seller proposes has taken and is proposing to take with respect thereto; and
(fh) promptly, from time to time, such other information, documents, records records, information or reports respecting with respect to the Receivables Pool Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Agent Trust may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatereasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset The Seller shall furnish, or cause to be existingfurnished, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the AgentPurchaser:
(a) as As soon as available and in any event within 60 45 days after the end of each of the first three quarters of each its fiscal year of the Seller, a consolidated balance sheets and consolidating financial statement of the Seller and its consolidated subsidiaries Subsidiaries, if any, as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as As soon as available and in any event within 120 days after the end of each its fiscal year of the Selleryear, a copy of the consolidated balance sheets and consolidating financial statement of the Seller and its consolidated subsidiaries Subsidiaries, if any, as of the end of such year and the related consolidated statements of income and retained earnings earnings, and of cash flow, of the Seller and its consolidated subsidiaries Subsidiaries, if any, for such year, in each reported on case audited by Deloitte & Touche LLP or any other nationally recognized a firm of independent public accountants of similar standingacceptable to the Servicer;
(c) promptly Promptly after the sending or filing thereof, copies of all reports which the Seller files with any Governmental Authority as they relate to the Seller's Receivables or sends to any of its security holders and copies a copy of all reports and registration statements which the Seller files with annual report (if any) of the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holdersSeller;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as As soon as possible and in any event within five days after the occurrence of each an Event of Investment Ineligibility Seller Default (including without limitation a material adverse change in the financial condition of the Seller as determined by the Servicer) or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilitySeller Default, the statement of the chief financial officer or chief accounting executive officer of the Seller setting forth complete details of such Event of Investment Ineligibility or event Seller Default and the action which the Seller has taken, is taking and proposes to take with respect thereto; and
(fe) promptlyPromptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, or the Seller or any subsidiary of its Subsidiaries, if any, as the Agent may Purchaser may, from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatetime, reasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 2 contracts
Samples: Sale and Subservicing Agreement (Coastal Physician Group Inc), Sale and Subservicing Agreement (Coastal Physician Group Inc)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and From the date upon which no Capital for any Eligible Asset shall be existinghereof until the Final Termination Date, the Seller covenants and agrees that it will, unless the Agent Trust shall otherwise consent in writing, furnish deliver to the AgentTrust:
(a) within five Business Days after the Seller becomes aware of a material adverse change in the business, operations, properties or condition (financial or otherwise) (other than matters of a general economic nature) of the Seller, the Backup Servicer or the Performance Guarantor, or of an occurrence of a breach of its obligations under this Agreement, notice of such change or occurrence together with a statement by a responsible officer of the Seller specifying the facts, the nature and period of existence of any such breach, condition or event and the action the Seller has taken, is taking and proposes to take with respect thereto;
(b) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Seller which could reasonably be expected to have a Material Adverse Effect;
(c) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Backup Servicer or the Performance Guarantor which could reasonably be expected to have a Material Adverse Effect;
(d) as soon as available and in any event within 60 45 days after the end of each fiscal quarter of the first three quarters Seller, the unaudited financial statements of each the Seller and, as soon as available but in any event within 90 days after the end of the fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated unaudited financial statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(be) as soon as available and in any event within 120 90 days after the end of each the fiscal year of the SellerPerformance Guarantor, a copy the audited consolidated balance sheet of the consolidated balance sheets of the Seller Performance Guarantor and its consolidated subsidiaries as of the end of such year and the related audited consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries cash flows for such year, each ; reported on by Deloitte & Touche KPMG LLP or any other nationally recognized independent certified public accountants of similar nationally recognized standing;
(cf) promptly after the sending or filing thereof, copies of all reports which the Seller sends sent to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holderswhich it has offered to the public;
(dg) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days forthwith after the occurrence of each Trigger Event of Investment Ineligibility or and each event or the existence of any fact which, with the giving of notice or lapse of time or both, would may constitute an Event of Investment Ineligibilitya Trigger Event, the a statement of the chief a senior financial officer or chief accounting officer of the Seller setting forth details of as to such Trigger Event of Investment Ineligibility or fact or event and the action which the Seller proposes has taken and is proposing to take with respect thereto; and
(fh) promptly, from time to time, such other information, documents, records records, information or reports respecting with respect to the Receivables Pool Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Agent Trust may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatereasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.), Receivables Purchase Agreement (KAR Auction Services, Inc.)
Reporting Requirements of the Seller. Until the later of (i) the Facility Termination Date and or (ii) the earlier of the date upon on which no all Capital for any of all Eligible Asset Assets is reduced to zero or 90 days after all uncollected Pool Receivables have been written off by the Seller which shall be existingin accordance with the Credit and Collection Policy, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, a consolidated balance sheets sheet of the Seller and its consolidated subsidiaries subsidiaries, if any, as of the end of such quarter, and consolidated statements of income and retained earnings and cash flows of the Seller and its consolidated subsidiaries subsidiaries, if any, each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified (subject to year-end audit adjustments) by the chief a principal financial officer or chief accounting officer of the SellerSeller as having been prepared in accordance with generally accepted accounting principles (it being understood and agreed that the delivery by the Seller of its Report on Form 10-Q as filed with the Securities and Exchange Commission for any such quarter within the time period specified above shall satisfy reporting and certification requirements set forth above for such quarter);
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets sheet of the Seller and its consolidated subsidiaries subsidiaries, if any, as of the end of each such year and the related consolidated statements of income and retained earnings and cash flows of the Seller and its consolidated subsidiaries subsidiaries, if any, for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants (it being understood and agreed that the delivery by the Seller of similar standingits Report on Form 10-K as filed with the Securities and Exchange Commission for any such fiscal year within the time period specified above shall satisfy reporting requirements set forth above for such fiscal year);
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders generally and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holdersholders (it being understood that the delivery to the Agent of copies of the Seller’s annual and quarterly reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, shall satisfy its obligations under subsections (a) and (b) above, and this subsection (c) as to Securities and Exchange Commission filings only);
(d) promptly after the filing or receiving thereof, thereof copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporationcorporation;
(e) as soon as possible and in any event within five ten days after the occurrence of each Trigger Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibilitya Trigger Event, the statement of the chief a principal financial officer or chief accounting officer of the Seller setting forth details of such Trigger Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and;
(f) promptly, information with respect to modifications to or waivers of or non-compliance by any party to any Contract; provided that with respect to any Tariff, information need only be furnished regarding material modifications, material waivers or material non-compliance by any party to a Contract and need not include information on defaults by Obligors;
(g) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary as the Agent may from time to time reasonably request in order to protect the any Owner's ’s or the Agent's ’s interests under or contemplated by this Agreement or the Certificate.Agreement;
(gh) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 5.04 of the Servicing Agreement;
(hi) promptly, upon the request of delivery thereof pursuant to the AgentServicing Agreement, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement which on the date hereof are reports to be delivered with respect to each Remittance Date, Monthly Allocation Date and Payment Date (as those terms are defined in the Servicing Agreement) and which are referred to in the Issuer Annex (as that term is defined in the Servicing Agreement);
(ij) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Actnew QRO; and
(jk) not less than at least 30 days before it prior to any change in the name or jurisdiction of organization of the Seller, a notice setting forth the new name or jurisdiction and the effective date thereof. Reports and financial statements required to be delivered pursuant to subsections (a), (b) and (c) of this Section 5.02 shall occurbe deemed to have been delivered on the date on which the Seller posts such reports, furnish or reports containing such financial statements, on the Agent Seller’s website on the Internet at xxx.xxxxxxxxxx.xxx or when such reports, or reports containing such financial statements, are posted on the Securities and Exchange Commission website at xxx.xxx.xxx; provided, that the Seller shall deliver paper copies of the reports and financial statements referred to in detail reasonably acceptable subsections (a), (b) and (c) of this Section 5.02 to the Agent with notice of Agent, the commencement by a Person other than Investor or any Owner who requests the Seller of to deliver such paper copies until written notice to cease delivering paper copies is given by the billing and/or collecting on behalf of Agent, the Seller of charges which constitute ReceivablesInvestor or such Owner, as applicable.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Peco Energy Co)
Reporting Requirements of the Seller. Until From the date hereof until the later of the Facility Termination Date and or the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Agent Buyer shall otherwise consent in writing, furnish to the AgentBuyer:
(a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated (x) the Financial Covenants Compliance Certificate for such fiscal quarter, and (y) the financial statements (including the balance sheets sheet, income statement and cash flow statement) of the Seller and its consolidated subsidiaries as of the end of Subsidiaries for such quarter, fiscal quarter and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, in each such case certified by the chief financial officer or officer, chief accounting officer or treasurer of the Seller;
(b) as soon as available and in any event within 120 90 days after the end of each fiscal year of the Seller, a copy (x) the Financial Covenants Compliance Certificate for such fiscal year certified by the chief financial officer, chief accounting officer or treasurer of the consolidated Seller and (y) the financial statements (including the balance sheets sheet, income statement, statement of retained earnings and cash flow statement) of the Seller and its consolidated subsidiaries as Subsidiaries for the last fiscal quarter of such fiscal year (each certified by the chief financial officer, chief accounting officer or treasurer of the end of such year Seller) and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, fiscal year (each audited and reported on with unqualified opinions by Deloitte & Touche LLP or any other nationally recognized independent public accountants acceptable to the Buyer. The Buyer acknowledged that any of similar standingthe “Big 4” accounting firms will be acceptable to the Buyer);
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) as soon as possible and in any event within five Business Days after the occurrence of each Event of Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, the statement of the chief financial officer, chief accounting officer or treasurer of the Seller setting forth details of such Event of Termination or event and the action which the Seller proposes to take with respect thereto;
(e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary Subsidiary of the Seller files under ERISA with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation PBGC or the U.S. Department of Labor DOL or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer Subsidiary of the Seller setting forth details of such Event of Investment Ineligibility or event and receives from the action which the Seller proposes to take with respect thereto; andPBGC;
(f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, Seller or any subsidiary Subsidiary of the Seller as the Agent Buyer may from time to time reasonably request in order to protect the Owner's or interests of the Agent's interests Buyer under or as contemplated by this Agreement or the Certificate.Sale Agreement;
(g) promptly, upon at the time of delivery thereof pursuant to the Servicing “Agent” under the Foothill Credit Agreement, a copy copies of each Adjustment Request the “Compliance Certificate” and each notice of a Servicer Default the “Borrower’s Projections” (as that term is defined in thereunder), and copies of the Servicing Agreement) and notice certificate of its intention to assign its servicing obligations independent accountants prepared pursuant to Section 6.04 of the Servicing Agreement;6.3(b) (ii) thereof (or any successor provision); and
(h) promptlyas soon as possible and in any event with five Business Days after the occurrence thereof, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
notification of: (i) not less than 30 days before it becomes final and unappealableany material changes in the Seller’s bank agreements, furnish indentures or other material agreements governing Indebtedness and/or (ii) any event which constitutes (or which, with the Agent giving of notice or the passage of time or both, would constitute) a default under any such agreement or permits or (iii) any other event which permits (or which, with a copy the giving of each amendment notice or the passage of time, would permit) the holder of such Indebtedness to accelerate the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivablesmaturity thereof.
Appears in 1 contract
Reporting Requirements of the Seller. Until From the Initial ------------------------------------ Purchase Date until the later of the Facility Termination Date and or the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Deal Agent shall otherwise consent in writing, furnish to the Deal Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days Business Days after the occurrence of each Event of Investment Ineligibility Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination, the statement of the chief financial officer or officer, chief accounting officer or treasurer of the Seller setting forth details of such Event of Investment Ineligibility Termination or event and the action which the Seller proposes to take with respect thereto;
(b) on or before the first Settlement Date in each month, a report summarizing the portfolio of Interest Rate Xxxxxx as of such day, setting forth the information contained in, and substantially in the form of, the report attached hereto as Exhibit G; ---------
(c) 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 of the Seller and the Originator, balance sheets of the Seller, consolidated balance sheets of the Originator and its consolidated Subsidiaries as of the end of such quarter, and the related consolidated statements of income and retained earnings and consolidated statements of cash flow of the Seller and the Originator and its consolidated Subsidiaries, each for the period commencing at the end of the previous fiscal year (as appropriate) and ending with the end of such quarter, together with separate consolidating balance sheets, statements of income and retained earnings and statements of cash flow for the Seller and for the Originator and its consolidated Subsidiaries for the equivalent periods, all of the foregoing to be certified as correct by the chief financial officer or chief accounting officer of the Seller or the Originator (as appropriate), in each such case prepared in accordance with generally accepted accounting principles, consistently applied;
(d) as soon as available and in any event within 90 days after the end of each fiscal year of the Seller and the Originator, an unqualified audit report, including the balance sheets of the Seller and the consolidated balance sheets of the Originator and its consolidated Subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings and consolidated statements of cash flow of the Seller and the Originator and its consolidated Subsidiaries for such year, together with a separate consolidating balance sheet, statement of income and retained earnings and statement of cash flow for the Originator and the Seller for the equivalent periods, all of the foregoing to be certified by nationally recognized independent public accountants acceptable to the Deal Agent, in each such case prepared in accordance with generally accepted accounting principles, consistently applied; and
(fe) promptlyas soon as reasonably practicable, from time to time, such other information, documents, records or reports (including SEC filings) respecting the Receivables Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller and its Affiliates as the Deal Agent may from time to time reasonably request in order to protect the Owner's interests of the Deal Agent or the Agent's interests Purchaser under or as contemplated by this Agreement or the CertificateAgreement.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Lease Receivables Purchase Agreement (Bankvest Capital Corp)
Reporting Requirements of the Seller. Until From the initial Receivables Purchase Date until the later of the Facility Termination Date and or the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Collateral Agent shall otherwise consent in writing, furnish to the AgentCollateral Agent and to CapMAC:
(a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated (to the extent available) statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or officer, chief accounting officer or treasurer of the Seller;
(b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets sheet of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, year each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants acceptable to the Collateral Agent (the Collateral Agent acknowledges that any of similar standingthe "Big 5" accounting firms will be acceptable to the Collateral Agent);
(c) promptly after the sending or filing upon receipt thereof, copies of (i) all reports which annual and quarterly financial statements delivered to the Seller sends by the Originator pursuant to any of its security holders the Purchase Agreement and copies of (ii) all other reports and registration statements other written information not specified above which are required to be delivered by the Originator (individually, or as Servicer) to the Seller files with pursuant to the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations terms of securities for selling security holdersthe Purchase Agreement;
(d) as soon as possible and in any event within five Business Days after the occurrence of each Event of Termination or Wind-Down Event or each Unmatured Event of Termination or Unmatured Wind-Down Event, the statement of the chief financial officer, chief accounting officer or treasurer of the Seller setting forth details of such Event of Termination, Wind-Down Event, Unmatured Event of Termination or Unmatured Wind-Down Event and the action which the Seller proposes to take with respect thereto;
(e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary Affiliate files under ERISA with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation PBGC or the U.S. Department of Labor DOL or which the Seller or any subsidiary receives from such Corporationthe PBGC;
(ef) as soon as possible and in any event within five days after on or before the occurrence 15th day of each Event of Investment Ineligibility month (or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibilityif such day is not a Business Day, the statement immediately succeeding Business Day), a copy of the chief financial officer or chief accounting officer Settlement Report for the most recent calendar month, which shall include a summary of the Seller setting forth details portfolio of Interest Rate Xxxxxx as of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect theretoday; and
(fg) promptly, from time to time, such other information, documents, records or reports respecting the Purchased Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Collateral Agent may from time to time reasonably request in order to protect the Owner's interests of the Collateral Agent or the Agent's interests of Triple-A under or as contemplated by this Agreement or the CertificateTriple-A Purchase Agreement.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Reporting Requirements of the Seller. Until the later of the Facility Termination Date each ------------------------------------ Ownership Interest is reduced to zero in.accordance with Section 3.1(c) and the date upon which no Capital for any Eligible Asset shall further Purchases are to be existingmade, the Seller will, unless the Agent Purchaser shall otherwise consent in writing, furnish to the Agent:Purchaser (or, in the case of (f) below, assist the Collection Agent in the furnishing to the Purchaser):
(a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated condensed balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, quarter and consolidated condensed statements of income operations and retained earnings cash flows of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer Chief Financial Officer of the Seller;
(b) as soon as available and in any event within 120 90 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of annual report for such year for the Seller and its subsidiaries, containing consolidated subsidiaries as of the end of financial statements for such year and certified in a manner acceptable to the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on Purchaser by Deloitte & Touche LLP KPMG Peat Marwick or any other nationally recognized independent public accountants of similar standingacceptable to the Purchaser;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to the holders of any of its security holders securities or its creditors, and copies of all reports and registration statements which the Seller or any subsidiary files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) (i) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days 10 Business Days after the occurrence Seller or any ERISA Affiliate knows or has reason to know that a "reportable event" (as defined in Section 4043 of each Event of Investment Ineligibility or each ERISA, but without regard to any such reportable event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action as to which the Seller proposes to take with respect thereto; and
(f) promptlythirty-day notice period is waived under subsections .13, from time to time.14, such other information.15, documents.16, records .18, .19 or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary as the Agent may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables..20
Appears in 1 contract
Samples: Receivables Sale Agreement (York International Corp /De/)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated a Consolidated balance sheets sheet of the Seller and its consolidated subsidiaries Subsidiaries as of the end of such quarter, quarter and consolidated Consolidated statements of income and retained earnings cash flow of the Seller and its consolidated subsidiaries each 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 period of the preceding fiscal year, all in reasonable detail, duly certified (subject to year-end audit adjustments) by a Responsible Officer of the chief financial officer or chief accounting officer Seller as having been prepared in accordance with GAAP, it being agreed that delivery of the Seller's Quarterly Report on Form 10-Q will satisfy this requirement, together with (i) a certificate of said officer stating that, to his knowledge after reasonable investigation, no Event of Investment Ineligibility has occurred and is continuing or, if an Event of Investment Ineligibility has occurred and is continuing, a statement as to the nature thereof and the action that the Seller has taken and proposes to take with respect thereto and (ii) a certificate of said officer stating the Interest Coverage Ratio as of the end of such quarter;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated annual report for such year for the Seller and its Subsidiaries, containing a Consolidated balance sheets sheet of the Seller and its consolidated subsidiaries Subsidiaries as of the end of such fiscal year and the related consolidated Consolidated statements of income and retained earnings cash flows of the Seller and its consolidated subsidiaries Subsidiaries for such fiscal year, in each reported on case accompanied by Deloitte & Touche LLP or any other nationally recognized an opinion without qualification of independent public accountants of similar standingrecognized standing acceptable to the Agent, it being agreed that delivery of the Seller's Annual Report on Form 10-K will satisfy this requirement, together with (i) a certificate of such accounting firm to the Agent stating that in the course of the regular audit of the business of the Seller and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that an Event of Investment Ineligibility has occurred insofar as such Event of Investment Ineligibility relates to accounting matters and is continuing, or if an Event of Investment Ineligibility has occurred and is continuing, a statement as to the nature thereof, (ii) a certificate of a Responsible Officer of the Seller stating the Interest Coverage Ratio as of the end of such fiscal year and (iii) a certificate of a Responsible Officer of the Seller stating that, to his knowledge after reasonable investigation, no Event of Investment Ineligibility has occurred and is continuing or, if a Event of Investment Ineligibility has occurred and is continuing, a statement as to the nature thereof and the action that the Seller has taken and proposes to take with respect thereto;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders securityholders, and copies of all reports and registration statements which the Seller or any of its Subsidiaries files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices relating to the Seller and its significant domestic subsidiaries with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any such subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporationcorporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer accounting officer, treasurer or chief accounting officer assistant treasurer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and
(f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Subsidiary, as the Agent may from time to time request in order to protect the any Owner's or the Agent's interests under or contemplated by this Agreement or the CertificateAgreement.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Polyone Corp)
Reporting Requirements of the Seller. Until the later latest of the Facility Termination Date and Date, the Commitment Termination Date, the date upon which no that the Capital for any Eligible Asset and Yield with respect to all Receivable Interests shall be existingpaid in full or the date all other amounts owed by the Seller hereunder to the Purchasers, the Banks or the Agent are paid in full, the Seller will, unless the Agent shall otherwise consent in writing, furnish or cause to be furnished to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets Originator a copy of the Seller and its consolidated subsidiaries as of the end of Originator's Quarterly Report on Form 10-Q for such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Seller, Originator a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Originator's Annual Report on Form 10-K, for such fiscal year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing;
(c) promptly after upon request by the sending or filing thereofAgent, copies of all reports which the Seller Originator sends to any holders of its security holders publicly held securities and copies of all reports and registration statements which the Seller Originator files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event (as defined in Article IV of ERISA ERISA) which the Seller Originator or any subsidiary Significant Subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller Originator or any subsidiary Significant Subsidiary receives from such Corporationany of the foregoing in each case in respect of the assessment of withdrawal liability or event or condition which could, in the aggregate, result in the imposition of liability on the Originator in excess of $10,000,000;
(e) as soon as possible and in any event within five days after an officer of the Seller obtains knowledge of the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination or an Incipient Event of Termination, the statement of the chief financial officer or chief accounting officer or the Treasurer or an Assistant Treasurer of the Seller setting forth the details of such Event of Investment Ineligibility Termination or event Incipient Event of Termination and the action which that the Seller proposes to take with respect thereto; and;
(f) upon the request of the Agent, a list of the Receivables in which each Purchaser and each Bank has purchased an undivided percentage ownership interest hereunder;
(g) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or Related Security or the conditions or operations, financial or otherwise, of the Seller, Originator or any subsidiary Significant Subsidiary as the Agent may from time to time reasonably request in order to protect the Ownerany Purchaser's, any Bank's or the Agent's interests under or contemplated by this Agreement Agreement;
(h) on or prior to the 18th day of each month, such Seller Reports and other reports, information, documents, books or records as the Agent may reasonably request;
(i) promptly after the Seller obtains knowledge thereof, notice of any "Event of Termination" or "Facility Termination Date" under the Originator Purchase Agreement;
(j) so long as any Capital shall be outstanding, as soon as possible and in any event no later than the day of occurrence thereof, notice that the Originator has stopped selling or contributing to the Seller, pursuant to the Originator Purchase Agreement, all newly arising Pool Receivables;
(k) at the time of the delivery of the financial statements provided for in clauses (a) and (b) of this paragraph, a certificate of the chief financial officer or chief accounting officer or the Certificate.treasurer or an assistant treasurer of the Seller to the effect that, to the best of such officer's knowledge, no Event of Termination has occurred and is continuing or, if any Event of Termination has occurred and is continuing, specifying the nature and extent thereof;
(gl) promptly after receipt thereof, copies of all notices received by the Seller from the Originator under the Originator Purchase Agreement;
(m) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice (i) of a Servicer Default (as that term is defined in the Servicing Agreement), (ii) and notice permitting the resignation of its intention to assign the Seller from its servicing obligations pursuant to Section 6.04 6.05 of the Servicing Agreement and (iii) of the Seller's intention to appoint another Person to perform all of its obligations as servicer pursuant to Section 6.09(a) of the Servicing Agreement;
(hn) promptly, upon the request delivery thereof pursuant to the Purchase and Sale Agreement, a copy of each notice sent thereunder which relates to Article 5 of that agreement;
(o) promptly, upon the Agentdelivery thereof pursuant to the Servicing Agreement, copies of all reports and certificates Reports to be furnished pursuant to the Servicing Agreement;
(ip) not less than 30 days before it becomes final and unappealablepromptly upon receipt thereof, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(jq) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Northeast Utilities System)
Reporting Requirements of the Seller. Until the later of ------------------------------------ the Facility Termination Date and the date upon which no Capital for any Eligible Asset Share shall be existingexisting under the Xxxxxx Agreement or the Citibank Agreement, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated beginning with the first quarter of 2000, a balance sheets sheet of the Seller and its consolidated subsidiaries Seller, as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Seller, each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief a principal financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the SellerSeller beginning with the fiscal year ended December 31, 1999, a copy of the consolidated balance sheets sheet of the Seller and its consolidated subsidiaries Seller, as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Seller, for such year, year each reported on by Deloitte & Touche LLP a principal financial or any other nationally recognized independent public accountants accounting officer of similar standingthe Seller;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller or its holding company sends to any of its security holders generally and copies of all reports and registration statements which the Seller or its holding company files with the Securities and Exchange Commission or any national securities exchange, exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA (other than a Reportable Event not subject to the provision for 30-day notice to the Pension Benefit Guaranty Corporation under regulations promulgated under Article IV of ERISA) which the Seller Seller, its holding company or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller Seller, its holding company or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five ten days after the occurrence of each Event of Investment Ineligibility Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination, the statement of the chief a principal financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or Termination or event and the action which the Seller proposes to take with respect thereto;
(f) as soon as possible after the adoption of, or any change in, any applicable law, rule or regulation which has, or is likely to have, the effect described in Section 5.03(b) or 5.03(c), the statement of a principal financial or accounting officer of the Seller describing such law, rule or regulation and its effect (or anticipated effect);
(g) at least ten Business Days prior to any change in the Seller's name, a notice setting forth the new name and the effective date thereof; and
(fh) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions financial condition or operations, financial or otherwise, operations of the Seller, or any subsidiary as the Agent Purchaser may from time to time reasonably request in order to protect the Purchaser's interests under or contemplated by this Agreement or the Ownership Document or any Owner's or the Agent's interests under or contemplated by this the Xxxxxx Agreement or the CertificateCitibank Agreement.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Alliant Energy Corp)
Reporting Requirements of the Seller. Until From the Initial Purchase Date until the later of the Facility Termination Date and or the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Deal Agent shall otherwise consent in writing, furnish to the Deal Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days Business Days after the Seller or the Servicer obtains knowledge of the occurrence of each Event of Investment Ineligibility Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination, the statement of the chief financial officer or officer, chief accounting officer or treasurer of the Seller setting forth details of such Event of Investment Ineligibility Termination or event and the action which the Seller proposes to take with respect thereto;
(b) 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 of the Seller and the Initial Servicer, balance sheets of the Seller, consolidated balance sheets of the Initial Servicer and its consolidated Subsidiaries as of the end of such quarter, and the related consolidated statements of income and retained earnings and consolidated statements of cash flow of the Seller and the Initial Servicer and its consolidated Subsidiaries, each for the period commencing at the end of the previous fiscal year (as appropriate) and ending with the end of such quarter;
(c) as soon as available and in any event within 90 days after the end of each fiscal year of the Seller and the Initial Servicer, an unqualified audit report, including the balance sheets of the Seller and the consolidated balance sheets of the Initial Servicer and its consolidated Subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings and consolidated statements of cash flow of the Seller and the Initial Servicer and its consolidated Subsidiaries for such year, together with a separate consolidating balance sheet, statement of income and retained earnings and statement of cash flow for the Initial Servicer and the Seller for the equivalent periods, all of the foregoing to be certified by nationally recognized independent public accountants acceptable to the Deal Agent, in each such case prepared in accordance with generally accepted accounting principles, consistently applied; and
(fd) promptlyas soon as reasonably practicable, from time to time, such other information, documents, records or reports (including SEC filings) respecting the Receivables Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller and its Affiliates as the Deal Agent may from time to time reasonably request in order to protect the Owner's interests of the Deal Agent or the Agent's interests Purchaser under or as contemplated by this Agreement or the CertificateAgreement.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Asset Purchase Agreement (Litchfield Financial Corp /Ma)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and From the date upon which no Capital for any Eligible Asset shall be existinghereof until the Final Termination Date, the Seller covenants and agrees that it will, unless the Agent Trust shall otherwise consent in writing, furnish deliver to the AgentTrust:
(a) within five Business Days after the Seller becomes aware of a material adverse change in the business, operations, properties or condition (financial or otherwise) (other than matters of a general economic nature) of the Seller, the Backup Servicer or the Performance Guarantor, or of an occurrence of a breach of its obligations under this Agreement, notice of such change or occurrence together with a statement by a responsible officer of the Seller specifying the facts, the nature and period of existence of any such breach, condition or event and the action the Seller has taken, is taking and proposes to take with respect thereto;
(b) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Seller which could reasonably be expected to have a Material Adverse Effect;
(c) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Backup Servicer or the Performance Guarantor which could reasonably be expected to have a Material Adverse Effect;
(d) as soon as available and in any event within 60 45 days after the end of each fiscal quarter of the first three quarters Seller, the unaudited financial statements of each the Seller and, as soon WSLEGAL\047083\00034\17266544v3 I\113475037.1 as available but in any event within 90 days after the end of the fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated unaudited financial statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(be) as soon as available and in any event within 120 90 days after the end of each the fiscal year of the SellerPerformance Guarantor, a copy the audited consolidated balance sheet of the consolidated balance sheets of the Seller Performance Guarantor and its consolidated subsidiaries as of the end of such year and the related audited consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries cash flows for such year, each ; reported on by Deloitte & Touche KPMG LLP or any other nationally recognized independent certified public accountants of similar nationally recognized standing;
(cf) promptly after the sending or filing thereof, copies of all reports which the Seller sends sent to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holderswhich it has offered to the public;
(dg) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days forthwith after the occurrence of each Trigger Event of Investment Ineligibility or and each event or the existence of any fact which, with the giving of notice or lapse of time or both, would may constitute an Event of Investment Ineligibilitya Trigger Event, the a statement of the chief a senior financial officer or chief accounting officer of the Seller setting forth details of as to such Trigger Event of Investment Ineligibility or fact or event and the action which the Seller proposes has taken and is proposing to take with respect thereto; and;
(fh) notice of any material change to the Credit and Collection Policies or change to the standard operating practices or procedures;
(i) promptly, from time to time, such other information, documents, records records, information or reports respecting with respect to the Receivables Pool Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Agent Trust may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Actreasonably request; and
(j) not less than 30 days before it shall occurpromptly after any changes, furnish the Agent in detail reasonably acceptable to the Agent with notice current list of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Excluded Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)
Reporting Requirements of the Seller. Until the later latest of the Facility Termination Date and Date, the Commitment Termination Date, the date upon which no that the Capital for any Eligible Asset and Yield with respect to all Receivable Interests shall be existingpaid in full or the date all other amounts owed by the Seller hereunder to the Purchasers, the Banks or the Agent are paid in full, the Seller will, unless the Agent shall otherwise consent in writing, furnish or cause to be furnished to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets Originator a copy of the Seller and its consolidated subsidiaries as of the end of Originator's Quarterly Report on Form 10-Q for such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Seller, Originator a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Originator's Annual Report on Form 10-K, for such fiscal year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing;
(c) promptly after upon request by the sending or filing thereofAgent, copies of all reports which the Seller Originator sends to any holders of its security holders publicly held securities and copies of all reports and registration statements which the Seller Originator files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event (as defined in Article IV of ERISA ERISA) which the Seller Originator or any subsidiary Significant Subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller Originator or any subsidiary Significant Subsidiary receives from such Corporationany of the foregoing in each case in respect of the assessment of withdrawal liability or event or condition which could, in the aggregate, result in the imposition of liability on the Originator in excess of $10,000,000;
(e) as soon as possible and in any event within five days after an officer of the Seller obtains knowledge of the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination or an Incipient Event of Termination, the statement of the chief financial officer or chief accounting officer or the Treasurer or an Assistant Treasurer of the Seller setting forth the details of such Event of Investment Ineligibility Termination or event Incipient Event of Termination and the action which that the Seller proposes to take with respect thereto; and;
(f) upon the request of the Agent, a list of the Receivables in which each Purchaser and each Bank has purchased an undivided percentage ownership interest hereunder;
(g) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or Related Security or the conditions or operations, financial or otherwise, of the Seller, Originator or any subsidiary Significant Subsidiary as the Agent may from time to time reasonably request in order to protect the Ownerany Purchaser's, any Bank's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant on or prior to the Servicing Agreement18th day of each month, such Seller Reports and other reports, information, documents, books or records as the Agent may reasonably request;
(i) not less promptly after the Seller obtains knowledge thereof, notice of any "Event of Termination" or "Facility Termination Date" under the Originator Purchase Agreement;
(j) so long as any Capital shall be outstanding, as soon as possible and in any event no later than 30 days before it becomes final and unappealablethe day of occurrence thereof, furnish notice that the Agent with a copy of each amendment Originator has stopped selling or contributing to the Financing Order issued Seller, pursuant to the ActOriginator Purchase Agreement, all newly arising Pool Receivables;
(k) at the time of the delivery of the financial statements provided for in clauses (a) and (b) of this paragraph, a certificate of the chief financial officer or chief accounting officer or the treasurer or an assistant treasurer of the Seller to the effect that, to the best of such officer's knowledge, no Event of Termination has occurred and is continuing or, if any Event of Termination has occurred and is continuing, specifying the nature and extent thereof; and
(jl) not less than 30 days before it shall occurpromptly after receipt thereof, furnish the Agent in detail reasonably acceptable to the Agent with notice copies of the commencement all notices received by a Person other than the Seller of from the billing and/or collecting on behalf of Originator under the Seller of charges which constitute ReceivablesOriginator Purchase Agreement.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
Reporting Requirements of the Seller. Until The Seller shall furnish, or cause to be furnished, to the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existingPurchaser, the Seller willOperating Agent, unless the Collateral Agent shall otherwise consent and (in writing, furnish to the Agent:case of Section 5.02(f) only) the Rating Agencies: -23-
(a) weekly, as soon as available, and in any event, within three Business Days after the end of each week, an Investment Base Certificate in the form of Exhibit C;
(b) monthly, as soon as available, and in any event, within 20 days after the end of each fiscal month, a Monthly Report in the form of Exhibit G;
(c) as soon as available and in any event within 60 95 days after the end of each fiscal year, a copy of the audited consolidated financial statements (exclusive of the management letter) for such year for the Parent and its consolidated Subsidiaries, certified, in a manner acceptable to the Operating Agent and the Collateral Agent, by Deloitte & Touche or other nationally recognized independent public accountants acceptable to the Operating Agent and the Collateral Agent (followed, within 105 days after the end of each fiscal year, by consolidating financial information and followed, within 10 days of completion thereof, a satisfactory management letter, together with management's response) and each other report or statement sent to shareholders or publicly filed by the Parent, the Originator or the Seller;
(d) as soon as available and in any event within 20 days after the end of each fiscal month of the Parent, gross sales, gross profits, capital expenditure, selling, general and administrative expenses, and interest expense;
(e) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the SellerParent, a consolidated balance sheets sheet of the Seller Parent and its consolidated subsidiaries Subsidiaries as of the end of such quarterquarter and including the prior comparable period, and consolidated statements of income and retained earnings earnings, and of cash flow, of the Seller Parent and its consolidated subsidiaries each Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or officer, chief accounting officer or treasurer of the SellerParent identifying such documents as being the documents described in this paragraph (d) and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries as of and for the periods then ended, subject to year-end adjustments consisting only of normal, recurring accruals and confirming that the Servicer is in compliance with all financial covenants in this Agreement;
(bf) as soon as possible and in any event within seven days after the occurrence of a Termination Event or an Incipient Event, the statement of the chief executive officer, chief financial officer or treasurer of the Seller setting forth complete details of such Termination Event or Incipient Event and the action which the Seller has taken, is taking and proposes to take with respect thereto; -24-
(g) as soon as available and in any event within 120 105 days after the end of each fiscal year year, a statement of the Seller, a copy of the consolidated balance sheets President of the Seller (upon which statement the Operating Agent and its consolidated subsidiaries as the Collateral Agent may rely) to the effect that such officer has reviewed an examination by the internal auditors of the end Parent (the scope of such year and which examination shall be consistent with the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries standards for such year, each reported on similar examinations conducted by Deloitte & Touche LLP or any other nationally recognized independent public accountants accountants) of similar standingthe Weekly Reports delivered during the period covered by such report (including the Investment Base Certificates attached thereto) and such Records relating to the Transferred Receivables as such officer deems necessary as a basis for the statement contemplated by this Section 5.02(g) and that, on the basis of such review, such Weekly Reports have been prepared in compliance with this Agreement, except for such exceptions as shall be set forth in such statement;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and
(fh) promptly, from time to time, such other information, documents, records or reports respecting the Transferred Receivables or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, or the Originator or any subsidiary of its Subsidiaries, as the Purchaser, the Operating Agent or the Collateral Agent may reasonably request from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreementtime;
(i) not less than 30 on or before 105 days before it becomes final and unappealable, furnish after the Agent with a copy end of each amendment fiscal year, (i) an Officer's Certificate of the Seller, dated the date of such delivery, bringing down to such date the Financing Order issued pursuant matters set forth in the Officer's Certificate in the form of Exhibit E, and (ii) an Officer's Certificate of the Servicer, dated the date of such delivery, bringing down to such date the Actmatters set forth in the Officer's Certificate in the form of Exhibit F; and
(j) promptly, notification in writing of any litigation, legal proceeding or dispute, whether or not less than 30 days before it shall occurin the ordinary course of business, furnish affecting the Agent in detail reasonably acceptable to the Agent with notice Seller, whether or not fully covered by insurance, and regardless of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivablessubject matter thereof.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Merisel Inc /De/)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset The Seller shall furnish, or cause to be existingfurnished, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the AgentPurchaser:
(a) as As soon as available available, and in any event within 60 45 days after the end of each of the first three quarters of each its fiscal year a consolidated financial statement of the SellerCoastal Physician Group, Inc. and its consolidated balance sheets of Subsidiaries (including the Seller and its consolidated subsidiaries each Provider Affiliate), if any, as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer officer/member or chief accounting officer officer/member of the SellerCoastal Physician Group, Inc.;
(b) as As soon as available and in any event within 120 days after the end of each its fiscal year of the Selleryear, a copy of the consolidated balance sheets financial statement of Coastal Physician Group, Inc. and its consolidated Subsidiaries (including the Seller and its consolidated subsidiaries each Provider Affiliate), if any, as of the end of such year and the related consolidated statements of income and retained earnings earnings, and of cash flow, of Coastal Physician Group, Inc. and its consolidated Subsidiaries (including the Seller and its consolidated subsidiaries each Provider Affiliate), if any, for such year, in each reported on case audited by Deloitte & Touche LLP or any other nationally recognized a firm of independent public accountants of similar standingreasonably acceptable to the Servicer;
(c) promptly Promptly after the sending or filing thereof, copies of all reports which the Seller sends or Provider Affiliates file with any Governmental Authority as they relate to the Seller's Receivables or send to any of its the security holders of Coastal Physician Group, Inc. (in their capacity as security holders only) and copies a copy of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchangeannual report of Coastal Physician Group, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holdersInc.;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as As soon as possible and in any event within five days after the occurrence of each an Event of Investment Ineligibility Seller Default (including without limitation a material adverse change in the financial condition of the Seller or the Subservicer as determined by the Servicer; the Servicer acknowledges that the Coastal Physician Group, Inc. may continue to experience further deficit cash flows and net losses through the fourth quarter of 1997 in the absence of gains on asset divestitures sufficient to offset such negative cash flows and/or losses and the Servicer deems that this is not a material adverse change to the financial condition) or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilitySeller Default, the statement of the chief financial officer or chief accounting officer executive officer/member of the Seller setting forth complete details of such Event of Investment Ineligibility or event Seller Default and the action which the Seller has taken, is taking and proposes to take with respect thereto; and
(e) So long as Coastal Physician Group, Inc. including its successors or assigns, is a reporting company under the Securities Exchange Act of 1934, as amended, copies of all public announcements, 10-K, 10-Q, 8-K and other similar reports shall be delivered to the Purchaser contemporaneously with the delivery of such reports, to the public and/or any Governmental Authority;
(f) promptlyPromptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, or any subsidiary the Provider Affiliates, if any, to the extent permissible under applicable law as the Agent may Purchaser may, from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatetime, reasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Sale and Subservicing Agreement (Coastal Physician Group Inc)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 90 days after the end of each of the first three quarters of each fiscal year of the Seller, a consolidated balance sheets sheet of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings and of cash flows of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets sheet of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings and of cash flows of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standingacceptable to the Agent;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article Title IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; ;
(f) promptly and in any event within five Business Days after the Seller's receipt of delivery thereof, copies of all notices, requests, reports, certificates, and
(fg) promptly, from time to timetime as the Agent may reasonably request, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, Seller or Dial or any subsidiary of Dial as the Agent may from time to time request in order to protect the any Owner's or the Agent's interests under or contemplated by this Agreement or the CertificateCertificate or any other Purchase Document.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Trade Receivables Purchase and Sale Agreement (Dial Corp /New/)
Reporting Requirements of the Seller. Until the later of ------------------------------------ the Facility Termination Date and the date upon which no Capital for any Eligible Asset Share shall be existingexisting under the Xxxxxx Agreement or the Citibank Agreement, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, beginning with the first quarter of 2000, a consolidated balance sheets sheet of the Seller and its consolidated subsidiaries subsidiaries, if any, as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries subsidiaries, if any, each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief a principal financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the SellerSeller beginning with the fiscal year ended December 31, 1999, a copy of the consolidated balance sheets sheet of the Seller and its consolidated subsidiaries subsidiaries, if any, as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries subsidiaries, if any, for such year, year each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standingaccountants;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller or its holding company sends to any of its security holders generally and copies of all reports and registration statements which the Seller or its holding company files with the Securities and Exchange Commission or any national securities exchange, exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA (other than a Reportable Event not subject to the provision for 30-day notice to the Pension Benefit Guaranty Corporation under regulations promulgated under Article IV of ERISA) which the Seller Seller, its holding company or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller Seller, its holding company or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five ten days after the occurrence of each Event of Investment Ineligibility Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination, the statement of the chief a principal financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or Termination or event and the action which the Seller proposes to take with respect thereto;
(f) as soon as possible after the adoption of, or any change in, any applicable law, rule or regulation which has, or is likely to have, the effect described in Section 5.03(b) or 5.03(c), the statement of a principal financial or accounting officer of the Seller describing such law, rule or regulation and its effect (or anticipated effect);
(g) at least ten Business Days prior to any change in the Seller's name, a notice setting forth the new name and the effective date thereof; and
(fh) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions financial condition or operations, financial or otherwise, operations of the Seller, Seller or any subsidiary subsidiary, as the Agent Purchaser may from time to time reasonably request in order to protect the Purchaser's interests under or contemplated by this Agreement or the Ownership Document or any Owner's or the Agent's interests under or contemplated by this the Xxxxxx Agreement or the Certificate.
Citibank Agreement. If the Seller shall cease to be subject to the reporting requirements relating to annual and quarterly financial reports under the Securities Exchange Act of 1934, as amended, the Seller's obligations under subsections (ga) promptly, upon and (b) above shall be deemed satisfied by the delivery thereof to the Purchaser of the annual and quarterly reports filed by the Seller's holding company with the Securities and Exchange Commission pursuant to the Servicing AgreementSecurities Exchange Act of 1934, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivablesamended.
Appears in 1 contract
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and From the date upon which no Capital for any Eligible Asset shall be existinghereof until the Final Termination Date, the Seller covenants and agrees that it will, unless the Agent Trust shall otherwise consent in writing, furnish deliver to the AgentTrust:
(a) within five Business Days after the Seller becomes aware of a material adverse change in the business, operations, properties or condition (financial or otherwise) (other than matters of a general economic nature) of the Seller, the Backup Servicer or the Performance Guarantor, or of an occurrence of a breach of its obligations under this Agreement, notice of such change or occurrence together with a statement by a responsible officer of the Seller specifying the facts, the nature and period of existence of any such breach, condition or event and the action the Seller has taken, is taking and proposes to take with respect thereto;
(b) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Seller which could reasonably be expected to have a Material Adverse Effect; WSLegal\047083\00034\12027575v8 I\5470303.2
(c) within five Business Days of the Seller becoming aware thereof, notice of any litigation or other court or arbitration proceeding affecting the Backup Servicer or the Performance Guarantor which could reasonably be expected to have a Material Adverse Effect;
(d) as soon as available and in any event within 60 45 days after the end of each fiscal quarter of the first three quarters Seller, the unaudited financial statements of each the Seller and, as soon as available but in any event within 90 days after the end of the fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated unaudited financial statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(be) as soon as available and in any event within 120 90 days after the end of each the fiscal year of the SellerPerformance Guarantor, a copy the audited consolidated balance sheet of the consolidated balance sheets of the Seller Performance Guarantor and its consolidated subsidiaries as of the end of such year and the related audited consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries cash flows for such year, each ; reported on by Deloitte & Touche KPMG LLP or any other nationally recognized independent certified public accountants of similar nationally recognized standing;
(cf) promptly after the sending or filing thereof, copies of all reports which the Seller sends sent to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holderswhich it has offered to the public;
(dg) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days forthwith after the occurrence of each Trigger Event of Investment Ineligibility or and each event or the existence of any fact which, with the giving of notice or lapse of time or both, would may constitute an Event of Investment Ineligibilitya Trigger Event, the a statement of the chief a senior financial officer or chief accounting officer of the Seller setting forth details of as to such Trigger Event of Investment Ineligibility or fact or event and the action which the Seller proposes has taken and is proposing to take with respect thereto; and;
(fh) notice of any material change to the Credit and Collection Policies or change to the standard operating practices or procedures;
(i) promptly, from time to time, such other information, documents, records records, information or reports respecting with respect to the Receivables Pool Assets or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary Seller as the Agent Trust may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Actreasonably request; and
(j) not less than 30 days before it shall occurpromptly after any changes, furnish the Agent in detail reasonably acceptable to the Agent with notice current list of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Excluded Receivables.
Appears in 1 contract
Samples: Receivables Purchase Agreement (KAR Auction Services, Inc.)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and From the date upon which no Capital for any Eligible Asset shall be existinghereof until the Collection Date, the Seller will, or will cause any other applicable Person to, unless the Servicing Agent shall otherwise consent in writing, furnish to the Servicing Agent:
(a) as soon as available promptly following the sending or filing thereof, copies of reports filed on Form 10-K, Form 10-Q and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending Form 8-K with the end of such quarter, certified by the chief financial officer or chief accounting officer of the SellerSecurities and Exchange Commission;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of audited financial statements for such year certified by a nationally recognized public accounting firm for the Seller and its consolidated subsidiaries as of subsidiaries, which financial statements may be those included in the end of such year Seller's Form 10-K filed with the Securities and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standingExchange Commission;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after an officer of the occurrence Seller has actual knowledge thereof, notice of each Seller's Event of Investment Ineligibility Default or each event which, that with the giving of notice or lapse of time or both, both would constitute an a Seller's Event of Investment IneligibilityDefault;
(d) promptly, following the filing or obtaining thereof, notice of any amendment, waiver or modification of, or supplement to, any application filed with or order obtained from the Commission in connection with the transactions contemplated by this Agreement;
(e) promptly following the making thereof, notice of any material changes to the Credit and Collection Policy;
(f) promptly following the filing thereof, copies of any Applications or other filings filed by Seller with the Commission seeking any changes or amendments to the Financing Order, the statement Tariff or any Revised Tariff and, promptly following receipt thereof, copies of any order granted by the chief financial officer Commission as a result of any such application or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect theretofiling; and
(fg) promptly, from time to time, such other information, documents, records records, opinions or reports respecting the Receivables Conservation Investment Assets or the conditions or operations, financial or otherwise, of the SellerSeller or the performance by the Seller of its obligations under this Agreement, or any subsidiary as the Servicing Agent may from time to time reasonably request in order to protect connection with the Owner's or the AgentPurchaser's interests under or contemplated by this Agreement or the CertificateConservation Bond.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Conservation Bond Purchase Agreement (Enron Corp/Or/)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset Share shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, quarter and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of annual report for such year for the Seller and its consolidated subsidiaries as of the end of subsidiaries, containing financial statements for such year and certified in a manner acceptable to the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on Agent by Deloitte Arthur Andersen & Touche LLP Co. or any other nationally recognized independent public accountants of similar standingaccountxxxx xccxxxxxxx to the Agent;
(c) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility and each event which, with the giving of notice or lapse of time, or both, would constitute an Event of Ineligibility, continuing on the date of such statement, a statement of the chief financial officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller has taken and proposes to take with respect thereto;
(d) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders holders, and copies of all reports and registration statements which the Seller or any subsidiary files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(de) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and
(f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables Receivables, the Related Security or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, Seller or any subsidiary of its subsidiaries as the Agent may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatereasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Ies Utilities Inc)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date Ownership ------------------------------------ Interest is reduced to zero in accordance with Section 3.1(c) and the date upon which no Capital for any Eligible Asset shall further Purchases are to be existingmade, the Seller will, unless the Agent Purchaser shall otherwise consent in writing, furnish to the Agent:Purchaser (or, in the case of (g) below, assist the Collection Agent in furnishing to the Purchaser):
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the SellerOriginator, consolidated balance sheets of the Seller Originator and its consolidated subsidiaries as of the end of such quarter, quarter and consolidated statements of income and retained earnings cash flows of the Seller Originator and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the SellerOriginator;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the SellerOriginator, a copy of the consolidated balance sheets of annual report for such year for the Seller Originator and its consolidated subsidiaries as of the end of subsidiaries, containing audited financial statements for such year and certified in a manner acceptable to the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such yearPurchaser by Xxxxx Xxxxx LLP, each reported on by Deloitte & Touche LLP or any other another nationally recognized independent public accountants of similar standingaccounting firm;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller Originator sends to the holders of any of its security holders securities or its creditors, and copies of all reports and registration statements which the Seller Originator or any subsidiary files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) (i) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days 30 Business Days after the occurrence Seller or any ERISA Affiliate knows or has reason to know that a "reportable event" (as defined in Section 4043 of each Event of Investment Ineligibility or each event whichERISA) has occurred with respect to any Plan, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the a statement of the chief financial officer or chief accounting officer of the Seller setting forth details of as to such Event of Investment Ineligibility or reportable event and the action which that the Seller or an ERISA Affiliate proposes to take with respect thereto, together with a copy of the notice of such reportable event, if any, given to the PBGC, the Internal Revenue Service or the Department of Labor; and(ii) promptly and in any event within 10 Business Days after receipt thereof, a copy of any notice the Seller or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or to appoint a trustee to administer any such Plan; (iii) promptly and in any event within 10 Business Days after a filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment with respect to a Plan, a statement of the chief financial officer of the Seller setting forth details as to such failure and the action that the Seller or an ERISA Affiliate proposes to take with respect thereto, together with a copy of such notice given to the PBGC; and (iv) promptly and in any event within 30 Business Days after receipt thereof by the Seller or any ERISA Affiliate from the sponsor of a multiemployer plan (as defined in Section 3(37) of ERISA), a copy of each notice received by the Seller or any ERISA Affiliate concerning the imposition of withdrawal liability or a determination that a multiemployer plan is, or is expected to be, terminated or reorganized,
(e) written notice of the occurrence of (i) any event described in Section 8.2.1(a), (ii) any material change in the Credit and Collection Policy or (iii) any action, proceeding or judgment affecting the Seller or the Originator which could materially adversely affect the Seller's or the Originator's (x) financial condition or operations or (y) ability to perform their respective obligations under the Sale Documents, or which could affect the legality, validity or enforceability of any Sale Document or of the Ownership Interest or the interest of the Seller in the Receivables purchased from the Originator under the Receivables Purchase Agreement.
(f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions condition or operations, financial or otherwise, of the Seller, Seller or any subsidiary of its subsidiaries as the Purchaser or the Servicing Agent may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.reasonably request; and
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (Receivables Activity Report as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to required under Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables7.4.
Appears in 1 contract
Samples: Receivables Sale Agreement (Unisource Worldwide Inc)
Reporting Requirements of the Seller. Until From the date hereof until the later of the Facility Termination Date and or the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the SellerParent, consolidated balance sheets of the Seller Parent and its consolidated subsidiaries Subsidiaries as of the end of such quarter, and the related consolidated statements of income cash flows and retained earnings consolidated statements of changes in financial position of the Seller Parent and its consolidated subsidiaries Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the SellerParent;
(b) as soon as available and in any event within 120 days after the end of each fiscal year of the SellerParent, a copy of the consolidated balance sheets of the Seller Parent and its consolidated subsidiaries Subsidiaries as of the end of such year and the related consolidated statements of income cash flows and retained earnings consolidated statements of changes in financial position of the Seller Parent and its consolidated subsidiaries Subsidiaries for such year, year each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standingacceptable to the Agent, all in reasonable detail and certified without adverse opinion or disclaimer by nationally recognized independent public accountants acceptable to the Agent, whose certificate shall be in conformity with generally accepted accounting principles;
(c) together with the financial statements delivered pursuant to the foregoing clauses (a) and (b), a certificate of the chief financial officer or chief accounting officer of the Seller stating that there exists no Event of Termination or event which, with the passage of time or the giving of notice or both, would constitute an Event of Termination, or, if any such event exists, specifying the nature thereof, the period of existence thereof and what action the Seller proposes to take with respect thereto;
(d) promptly after the sending or filing thereof, copies of all reports which the Seller Parent sends to any of its security holders and copies of all reports and other documents which the Parent files with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, and, to the extent requested by the Agent, copies of such other reports and registration statements which as the Seller files Parent may file with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(de) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event reportable event defined in Article Title IV of ERISA which could result in the Seller imposition of any lien and which the Parent or any subsidiary ERISA Affiliate of the Parent files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller Parent or any subsidiary ERISA Affiliate of the Parent receives from such Corporation;
(ef) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and;
(fg) promptly upon the Agent's request therefor, a certificate of the chief financial officer or chief accounting officer of the Seller to the effect that, at such time, the sum of the Eligible Asset and all "Eligible Assets" under and as defined in the Investor Agreement does not exceed 100%;
(h) promptly after becoming aware thereof, notice of (i) any pending or threatened actions, suits or proceedings against or affecting the Parent, the Seller or any other Subsidiary of the Parent, or the property of the Parent, the Seller or of any other Subsidiary of the Parent, in any court, or before any arbitrator of any kind, or before or by any governmental body, which may reasonably be expected to materially adversely affect the financial condition or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole, or materially adversely affect the ability of the Seller or the Parent to perform their respective obligations under this Agreement and the Transfer Agreement and (ii) the existence of any default on the part of the Parent, the Seller or any Subsidiary of the Parent with respect to any order of any court, arbitrator or governmental body, other than any such default that, which when taken together with all other such defaults, is not material to the business or operations of the Seller or the Parent or the Parent and its consolidated Subsidiaries taken as a whole.
(i) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, the Parent or any subsidiary Subsidiary of the Seller or the Parent as the Agent may from time to time reasonably request in order to protect the Owner's interests of the Agent or the Agent's interests of any Bank under or as contemplated by this Agreement or the CertificateAgreement.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Snap on Inc)
Reporting Requirements of the Seller. Until From the Closing Date until the later of the Facility Termination Date and or the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Agent Buyer shall otherwise consent in writing, furnish to the AgentBuyer:
(a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries Subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or officer, chief accounting officer or treasurer of the Seller;
(b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries Subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Subsidiaries for such year, year each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants acceptable to the Buyer (the Buyer acknowledges that any of similar standingthe "Big 5" accounting firms will be acceptable to the Buyer);
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, exchange other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) as soon as possible and in any event within five Business Days after the occurrence of each Event of Termination or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Termination, the statement of the chief financial officer, chief accounting officer or treasurer of the Seller setting forth details of such Event of Termination or event and the action which the Seller proposes to take with respect thereto;
(e) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary Subsidiary of the Seller files under ERISA with the Internal Revenue Service IRS or the Pension Benefit Guaranty Corporation PBGC or the U.S. Department of Labor DOL or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer Subsidiary of the Seller setting forth details of such Event of Investment Ineligibility or event and receives from the action which the Seller proposes to take with respect thereto; andPBGC;
(f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, Seller or any subsidiary Subsidiary of the Seller as the Agent Buyer may from time to time reasonably request in order to protect the Owner's or interests of the Agent's interests Buyer under or as contemplated by this Agreement or the Certificate.Agreement; and
(g) promptlyas soon as possible and in any event with five Business Days after the occurrence thereof, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
notification of: (i) not less than 30 days before it becomes final and unappealableany material changes in the Seller's bank agreements, furnish indentures or other material agreements governing Indebtedness and/or (ii) any event which constitutes (or which, with the Agent giving of notice or the passage of time or both, would constitute) a default under any such agreement or permits or (iii) any other event which permits (or which, with a copy the giving of each amendment notice or the passage of time, would permit) the holder of such Indebtedness to accelerate the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivablesmaturity thereof.
Appears in 1 contract
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset The Seller shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the AgentAdministrator:
(a) as soon as available, and in any event within two months after the end of each quarter other than the final quarter, and within three months after the end of the final quarter, of each fiscal year of the Seller, copies of the Seller's unaudited balance sheet, profit and loss accounts, and statement of changes in partners' equity, prepared in conformity with GAAP, duly certified by the chief financial officer of the Seller, together with a certificate from such officer;
(b) as soon as available and in any event within 60 days six months after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer copies of the Seller's balance sheet, profit and loss accounts and statement of changes in partners' equity, prepared in conformity with GAAP, duly certified by Deloitte & Touche or such other firm of accountants approved by the Administrator, together with a certificate from Deloitte & Touche or such other firm of accountants approved by the Administrator and including the statement of cash flow (sources and uses of funds);
(bi) as soon as available and in any event within 120 days after the end of each fiscal year of the SellerShareholder, copies of the Shareholder's annual balance sheet (and an annual profit and loss statement), certified by a designated financial officer of the Shareholder and prepared on a consolidated basis in conformity with GAAP;
(ii) as soon as available, and in any event within 60 days after the end of each fiscal quarter of each fiscal year of the Shareholder (other than the last fiscal quarter of each fiscal year), copies of the Shareholder's quarterly balance sheet (and profit and loss statement) for the period from the beginning of the fiscal year to the close of such quarter), certified by a designated financial officer of the Shareholder;
(iii) each time financial statements of the Shareholder are furnished pursuant to clauses (c)(i) or (c)(ii), a certificate signed by a designated financial officer, dated the date of such financial statements confirming (A) that the Shareholder maintains a system of accounting established and administered in accordance with GAAP and (B) that the financial statements furnished to the Administrator are in compliance with GAAP;
(iv) promptly upon becoming available, a copy of each report or proxy statement filed by the consolidated balance sheets parent of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files Shareholder with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible the Seller learns of the occurrence of any Termination Event or Unmatured Termination Event, notice of such event, followed (as soon as practicable and in any event within five days after the occurrence Business Days of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the such notice) by a written statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which that the Seller proposes to take with respect thereto;
(e) as soon as possible and in any event within three Business Days of the Seller learning thereof, notice of:
(i) any previously undisclosed litigation, action or proceeding which could reasonably be expected to have a Material Adverse Effect;
(ii) any material adverse development in any previously disclosed litigation; and
(iii) the assertion of any Adverse Claim on or against any Sold Receivable or Related Asset (other than any Adverse Claim enjoyed by suppliers of components, raw materials or parts to the Seller prior to any attempt to foreclose on such Adverse Claim);
(f) promptlyprior to its effective date, notice of any change in the Credit and Collection Policy;
(g) within four Business Days of receipt of a request from time to timethe Administrator for the same, an interim Servicer Package for purposes of computing the Purchaser's Total Investment, the aggregate Unpaid Balance of all Receivables, the aggregate Collections being held in the Collection Account and the amount of Receivables that have become Defaulted Receivables, Delinquent Receivables or Diluted Receivables since the date of the last Servicer Package, in each case as of a date specified by the Administrator; and
(h) so soon as is practicable, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary as the Agent Administrator may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatereasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Reporting Requirements of the Seller. Until The Seller shall ------------------------------------ furnish, or cause to be furnished, to the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existingPurchaser, the Seller willOperating Agent, unless the Collateral Agent shall otherwise consent and (in writing, furnish to the Agentcase of Section 5.02(f) only) the Rating Agencies:
(a) weekly, as soon as available, and in any event, within three Business Days after the end of each week, an Investment Base Certificate in the form of Exhibit C;
(b) monthly, as soon as available, and in any event, within 20 days after the end of each fiscal month, a Monthly Report in the form of Exhibit G;
(c) as soon as available and in any event within 60 95 days after the end of each fiscal year, a copy of the audited consolidated financial statements (exclusive of the management letter) for such year for the Parent and its consolidated Subsidiaries, certified, in a manner acceptable to the Operating Agent and the Collateral Agent, by Deloitte & Touche or other nationally recognized independent public accountants acceptable to the Operating Agent and the Collateral Agent (followed, within 105 days after the end of each fiscal year, by consolidating financial information and followed, within 10 days of completion thereof, a satisfactory management letter, together with management's response) and each other report or statement sent to shareholders or publicly filed by the Parent, the Originator or the Seller;
(d) as soon as available and in any event within 20 days after the end of each fiscal month of the Parent, gross sales, gross profits, capital expenditure, selling, general and administrative expenses, and interest expense;
(e) as soon as available and in any event within 50 days after the end of each of the first three quarters of each fiscal year of the SellerParent, a consolidated balance sheets sheet of the Seller Parent and its consolidated subsidiaries Subsidiaries as of the end of such quarterquarter and including the prior comparable period, and consolidated statements of income and retained earnings earnings, and of cash flow, of the Seller Parent and its consolidated subsidiaries each Subsidiaries for such quarter and for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or officer, chief accounting officer or treasurer of the SellerParent identifying such documents as being the documents described in this paragraph (d) and stating that the information set forth therein fairly presents the financial condition of the Parent and its consolidated Subsidiaries as of and for the periods then ended, subject to year- end adjustments consisting only of normal, recurring accruals and confirming that the Servicer is in compliance with all financial covenants in this Agreement;
(bf) as soon as possible and in any event within seven days after the occurrence of a Termination Event or an Incipient Event, the statement of the chief executive officer, chief financial officer or treasurer of the Seller setting forth complete details of such Termination Event or Incipient Event and the action which the Seller has taken, is taking and proposes to take with respect thereto;
(g) as soon as available and in any event within 120 105 days after the end of each fiscal year year, a statement of the Seller, a copy of the consolidated balance sheets President of the Seller (upon which statement the Operating Agent and its consolidated subsidiaries as the Collateral Agent may rely) to the effect that such officer has reviewed an examination by the internal auditors of the end Parent (the scope of such year and which examination shall be consistent with the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries standards for such year, each reported on similar examinations conducted by Deloitte & Touche LLP or any other nationally recognized independent public accountants accountants) of similar standingthe Weekly Reports delivered during the period covered by such report (including the Investment Base Certificates attached thereto) and such Records relating to the Transferred Receivables as such officer deems necessary as a basis for the statement contemplated by this Section 5.02(g) and that, on the basis of such review, such Weekly Reports have been prepared in compliance with this Agreement, except for such exceptions as shall be set forth in such statement;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and
(fh) promptly, from time to time, such other information, documents, records or reports respecting the Transferred Receivables or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, or the Originator or any subsidiary of its Subsidiaries, as the Purchaser, the Operating Agent or the Collateral Agent may reasonably request from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreementtime;
(i) not less than 30 on or before 105 days before it becomes final and unappealable, furnish after the Agent with a copy end of each amendment fiscal year, (i) an Officer's Certificate of the Seller, dated the date of such delivery, bringing down to such date the Financing Order issued pursuant matters set forth in the Officer's Certificate in the form of Exhibit E, and (ii) an Officer's Certificate of the Servicer, dated the date of such delivery, bringing down to such date the Actmatters set forth in the Officer's Certificate in the form of Exhibit F; and
(j) promptly, notification in writing of any litigation, legal proceeding or dispute, whether or not less than 30 days before it shall occurin the ordinary course of business, furnish affecting the Agent in detail reasonably acceptable to the Agent with notice Seller, whether or not fully covered by insurance, and regardless of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivablessubject matter thereof.
Appears in 1 contract
Samples: Receivables Purchase and Servicing Agreement (Merisel Inc /De/)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existingCollection Date, the Seller will, unless the Agent Buyer shall otherwise consent in writing, furnish to the AgentAgent and the Trustee:
(a) as soon as available and in any event within 60 45 days after the end of each of the first three quarters of each fiscal year of the Seller, a consolidated balance sheets sheet of the Seller and its consolidated subsidiaries as of the end of such quarter, quarter and consolidated statements of income and retained earnings of cash flows of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
(b) as soon as available and in any event within 120 90 days after the end of each fiscal year of the Seller, a copy of the Seller's annual audit report containing a consolidated balance sheets sheet of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries cash flows for such year, each reported on certified in a manner acceptable to the Agent by Deloitte Ernst & Touche Young LLP or any other nationally recognized independent public accountants of similar standingacceptable to the Agent;
(c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as soon as possible and in any event within five days after the Seller's chief executive officer, chief operating officer, chief financial officer, chief accounting officer, treasurer or assistant treasurer obtains knowledge of the occurrence of each Event of Investment Ineligibility or Termination and each event which, with the giving of notice or lapse of time or both, would constitute an Incipient Event of Investment IneligibilityTermination continuing on the date of such statement, the a statement of the chief financial officer or chief accounting such officer of the Seller setting forth details of such Event of Investment Ineligibility Termination or event Incipient Event of Termination and the action which the Seller has taken and proposes to take with respect thereto; and;
(fd) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of promptly and in any event within five Business Days after the Seller's receipt or delivery thereof, copies of all notices, requests, reports, certificates and other information and documents delivered or any subsidiary as received by the Agent may Seller from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by in connection with this Agreement or Agreement; 218 (e) not later than eight Business Days after the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy last day of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptlyFiscal Month, upon at the request of the Agent, copies and in any event within five days after the occurrence of all reports and certificates to be furnished pursuant to any Event of Termination or Incipient Event of Termination, a list of the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Actoutstanding Receivable Assets on such day; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Maxtor Corp)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset The Seller shall furnish, or cause to be existingfurnished, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the AgentPurchaser:
(a) as As soon as available and in any event within 60 45 days after the end of each of the first three quarters of each its fiscal year a consolidated and consolidating financial statement of the SellerCoastal Physician Group, consolidated balance sheets of the Seller Inc. and its consolidated subsidiaries Subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the SellerCoastal Physician Group, Inc.;
(b) as As soon as available and in any event within 120 days after the end of each its fiscal year of the Selleryear, a copy of the consolidated balance sheets and consolidating financial statement of the Seller Coastal Physician Group, Inc. and its consolidated subsidiaries Subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings earnings, and of the Seller cash flow, of Coastal Physician Group, Inc. and its consolidated subsidiaries Subsidiaries for such year, in each reported on case audited by Deloitte & Touche LLP or any other nationally recognized a firm of independent public accountants of similar standingacceptable to the Servicer;
(c) promptly Promptly after the sending or filing thereof, copies of all reports which the Seller files with any Governmental Authority as they relate to the Seller's Receivables or sends to any of its security holders and copies a copy of all reports and registration statements which the Seller files with annual report (if any) of the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holdersSeller;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
(e) as As soon as possible and in any event within five days after the occurrence of each an Event of Investment Ineligibility Seller Default (including without limitation a material adverse change in the financial condition of the Seller as determined by the Servicer; the Servicer acknowledges that the Seller may continue to experience further deficit cash flows and net losses through the fourth quarter of 1997 in the absence of gains on asset divestitures sufficient to offset such negative cash flows and/or losses) or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilitySeller Default, the statement of the chief financial officer or chief accounting executive officer of the Seller setting forth complete details of such Event of Investment Ineligibility or event Seller Default and the action which the Seller has taken, is taking and proposes to take with respect thereto; and
(fe) promptlyPromptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions Contracts or the condition or operations, financial or otherwise, of the Seller, or the Seller or any subsidiary of its Subsidiaries, if any, as the Agent may Purchaser may, from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificatetime, reasonably request.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Samples: Sale and Subservicing Agreement (Coastal Physician Group Inc)
Reporting Requirements of the Seller. Until the later of the Facility Termination Date and the date upon which no Capital for any Eligible Asset shall be existing, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
: (a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer of the Seller;
; (b) as soon as available and in any event within 120 days after the end of each fiscal year of the Seller, a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries for such year, each reported on by Deloitte & Touche LLP or any other <PAGE> 40 34 nationally recognized independent public accountants of similar standing;
; (c) promptly after the sending or filing thereof, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
; (d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event defined in Article IV of ERISA which the Seller or any subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary receives from such Corporation;
; (e) as soon as possible and in any event within five days after the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment Ineligibility, the statement of the chief financial officer or chief accounting officer of the Seller setting forth details of such Event of Investment Ineligibility or event and the action which the Seller proposes to take with respect thereto; and
and (f) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of the Seller, or any subsidiary as the Agent may from time to time request in order to protect the Owner's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant to the Servicing Agreement;
(i) not less than 30 days before it becomes final and unappealable, furnish the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivables.
Appears in 1 contract
Reporting Requirements of the Seller. Until the later latest of the Facility Termination Date and Date, the Commitment Termination Date, the date upon which no Capital for any Eligible Asset that the Purchase Price and Discount with respect to all Receivable Interests shall be existingpaid in full or the date all other amounts owed by the Seller hereunder to the Purchasers, the Banks or the Agent are paid in full, the Seller will, unless the Agent shall otherwise consent in writing, furnish to the Agent:
(a) as soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the Seller, consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such quarter, and consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries each for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer or chief accounting officer a copy of the Seller's Quarterly Report on Form 10-Q for such quarter;
(b) as soon as available and in any event within 120 105 days after the end of each fiscal year of the Seller, Seller a copy of the consolidated balance sheets of the Seller and its consolidated subsidiaries as of the end of such year and the related consolidated statements of income and retained earnings of the Seller and its consolidated subsidiaries Seller's Annual Report on Form 10-K, for such fiscal year, each reported on by Deloitte & Touche LLP or any other nationally recognized independent public accountants of similar standing;
(c) promptly after upon request by the sending or filing thereofAgent, copies of all reports which the Seller sends to any of its security holders and copies of all reports and registration statements which the Seller files with the Securities and Exchange Commission or any national securities exchange, other than registration statements relating to employee benefit plans and to registrations of securities for selling security holders;
(d) promptly after the filing or receiving thereof, copies of all reports and notices with respect to any Reportable Event (as defined in Article IV of ERISA ERISA) which the Seller or any subsidiary Significant Subsidiary files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or which the Seller or any subsidiary Significant Subsidiary receives from such Corporationany of the foregoing in each case in respect of the assessment of withdrawal liability or event or condition which could, in the aggregate, result in the imposition of liability on the Seller in excess of $10,000,000;
(e) as soon as possible and in any event within five days after an officer of the Seller obtains knowledge of the occurrence of each Event of Investment Ineligibility or each event which, with the giving of notice or lapse of time or both, would constitute an Event of Investment IneligibilityTermination or an Incipient Event of Termination, the statement of the chief financial officer or chief accounting officer or the Treasurer or an Assistant Treasurer of the Seller setting forth the details of such Event of Investment Ineligibility Termination or event Incipient Event of Termination and the action which that the Seller proposes to take with respect thereto; and;
(f) upon the request of the Agent, a list of the Receivables in which each Purchaser and each Bank has purchased an undivided percentage ownership interest hereunder;
(g) promptly, from time to time, such other information, documents, records or reports respecting the Receivables or Related Security or the conditions or operations, financial or otherwise, of the Seller, Seller or any subsidiary Significant Subsidiary as the Agent may from time to time reasonably request in order to protect the Ownerany Purchaser's, any Bank's or the Agent's interests under or contemplated by this Agreement or the Certificate.
(g) promptly, upon the delivery thereof pursuant to the Servicing Agreement, a copy of each Adjustment Request and each notice of a Servicer Default (as that term is defined in the Servicing Agreement) and notice of its intention to assign its servicing obligations pursuant to Section 6.04 of the Servicing Agreement;; and
(h) promptly, upon the request of the Agent, copies of all reports and certificates to be furnished pursuant on or prior to the Servicing Agreement;
(i) not less than 30 days before it becomes final 18th day of each Fiscal Month, such Seller Reports and unappealableother reports, furnish information, documents, books or records as the Agent with a copy of each amendment to the Financing Order issued pursuant to the Act; and
(j) not less than 30 days before it shall occur, furnish the Agent in detail may reasonably acceptable to the Agent with notice of the commencement by a Person other than the Seller of the billing and/or collecting on behalf of the Seller of charges which constitute Receivablesrequest.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)
